Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. The following events constitute “Events of Default” under the Indenture: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived); (vi) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: (i1) default for 30 days defaults in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages, if any, with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the Principal of the Notes when the same becomes due (and payable at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (iii3) failure by the Issuer, Wind OI Group or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above)Indenture, the Notes, Notes and the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms Guarantees of the Priority Agreement or the Indenture) or Notes (with respect to any Security DocumentGuarantor); (v4) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness Xxxxxxxxxxxx for money borrowed by the Issuer, Wind OI Group or any of Wind’s other Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Issuer, Wind OI Group or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default default: (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) ); or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $100.0 million or more more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time outstanding (and not rescinded, cured or waived); (vi) failure by the Issuer, Wind shall be rendered against OI Group or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are and such judgment shall not have been paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii6) except as permitted by the Indenture, any Note Guarantee is of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note GuaranteeGuarantee of the Notes; (viii7) breach by the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group pursuant to or within the meaning of any Bankruptcy Law Law: (Ia) commences a voluntary case, ; (IIb) consents to the entry of an order for relief against it in an involuntary case, ; (IIIc) consents to the appointment of a custodian Custodian of it or for all or substantially all of its property, ; (IVd) makes a general assignment for the benefit of its creditors, ; or (Ve) admits in writing its inability generally is not paying to pay its debts as they the same become due; or (x) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that that: (Ia) is for relief against the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group in an involuntary case, ; (IIb) appoints a custodian Custodian of the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group or for all or substantially all of the property of Wind or any of Windsuch entity’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary property; or (IIIc) orders the liquidation of the IssuerCompany, Wind OI Group or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, OI Group; and, in each casewith respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 consecutive days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. In the case of If an Event of Default other than an Event or Default specified in clause clauses (ix7) or and (x) of Section 6.01 8) of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon any such declaration, declaration the Notes Principal (or such lesser amount) and interest shall become be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee maysecurity and indemnity satisfactory to it against any loss, on behalf liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Holders of all of the NotesTrustee, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in have the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer right to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse with respect to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)this Note.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (ia) default the Company defaults for 30 days in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages, if any, with respect to to, the Notes, whether or not such payment is prohibited by the provisions of Article 10 of the Indenture; (iib) default the Company defaults in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes, whether or not such payment is prohibited by the provisions of Article 10 of the Indenture; (iiic) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary fails to comply with any of the provisions of Section 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (ivd) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary fails for 60 30 days after written notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to comply with the provisions of Section 3.09, 4.07, 4.09 or 4.10 of the Indenture; (e) the Company or any Restricted Subsidiary fails for 60 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, ; (f) the Note Guarantee, the Priority Agreement (Company or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default Restricted Subsidiary defaults under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that which default (Ii) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIii) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $10.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vig) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries fails to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viih) except as permitted by the Indenture, any Note Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Subsidiary Guarantee; (viiii) breach by certain events of bankruptcy or insolvency with respect to the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Company's Restricted Subsidiaries that is constitutes a Significant Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary pursuant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or within the meaning of Bankruptcy Law (I) commences a voluntary caseinsolvency, (II) consents with respect to the entry Company, any Restricted Subsidiary of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law Company that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is constitutes a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default occurs and is continuing, the Trustee Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes may declare all direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, an equivalent premium shall also become and be immediately due and payable immediatelyto the extent permitted by law upon the acceleration of the Notes. Upon If an Event of Default occurs prior to February 1, 2003 by reason of any such declaration, willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then the premium specified in the Indenture shall also become immediately due and payable immediatelyto the extent permitted by law upon the acceleration of the Notes. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “are Events of Default” under the Indenture: (i) default for 30 days in failure by the payment Company to pay the principal of any Note when due of interest or any Additional Amounts on or with respect to the Notesdue; (ii) default in payment failure by the Company to pay any interest or Additional Interest on any Note when due (at maturitydue, upon redemption or otherwise) of principal of, or premium, if any, on the Notescontinuing for 30 days; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section 4.10, Section 4.15, Section 4.24(b) its other agreements or Section 5.01; (iv) failure covenants in the Notes or the Indenture for the benefit of the Holders of the Notes upon the receipt by the Issuer, Wind or any Company of Wind’s other Restricted Subsidiaries for 60 days after notice to the Issuer and Wind of such Default by the Trustee, or upon the receipt by the Company and the Trustee or of notice of such Default by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements Notes, and (except in the Indenture (other than those case of a Default with respect to certain covenants described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) the Company’s failure to cure such Default within 60 days after receipt of such notice; (iv) certain events of bankruptcy or any Security Documentinsolvency; (v) default under any mortgage, indenture (including the Indenture) or instrument under which there is issued or by which there is secured secures or evidenced any evidences Indebtedness for money borrowed by of the Issuer, Wind Company or any of Wind’s Restricted Subsidiary (other Restricted Subsidiaries (or the payment of than Non-Recourse Indebtedness) which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the constitutes a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal an amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 $25 million or more at any time outstanding when due and payable (other than as a result of acceleration) or results in Indebtedness (other than Non-Recourse Indebtedness) in the aggregate of $25 million or more becoming or being declared due and not rescinded, cured or waived)payable before it would otherwise become due and payable; and (vi) failure by the Issuer, Wind or any entry of Wind’s other Restricted Subsidiaries to pay a final judgments judgment for the payment of cash money against the Company or other assets any Restricted Subsidiary in an amount of $5 million or properties, more which remains undischarged or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed unstayed for a period of 60 consecutive days following after the date on which the right to appeal such final judgment; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding judgment has expired or becomes subject to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive daysenforcement proceeding. In the case of an Event of Default specified in clause (ixother than arising out of certain events of bankruptcy or insolvency) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes at the time outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare all the Notes to be due and payable immediatelyimmediately that portion of the principal amount of the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration and upon such declaration the same shall become and be immediately due and payable. Upon any such declarationIn case an Event of Default arising out of certain events of bankruptcy or insolvency occurs and is continuing, the outstanding principal of and accrued and unpaid interest, if any, on the Notes shall become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any of the Holders. Such declaration or acceleration and its consequences may be rescinded by Holders of not less than a majority in aggregate principal amount of Notes at the then time outstanding Notes by written notice to the Trustee may, on behalf if all existing Events of Default have been cured or waived (except non-payment of principal that has become due solely because of the Holders of all of acceleration) and if the Notes, rescind an acceleration rescission would not conflict with any judgment or waive an decree. An existing Default or Event of Default and its consequences hereunder, except (other than a continuing Default or Event of Default in the payment of the principal of, of or interest and premium and Additional Amounts, if any, on the Notes (including in connection or Default with an offer respect to purchase); provided, however, that a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default upon the conditions provided in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts Liquidated Damages on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on the Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with the provisions of Section 4.105.01 of the Indenture, the failure by the Company to make or consummate a Change of Control Offer when required by the provisions of Section 4.15, 4.14 of the Indenture or the failure of the Company to make or consummate an Asset Sale Offer when required by the provisions of Section 4.24(b) or Section 5.014.10 of the Indenture; (iv) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries Subsidiaries, for 60 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of the certain other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) Notes or any Security Documentthe Indenture Guarantees; (v) default under any mortgage, indenture or instrument under certain other agreements relating to Indebtedness of the Company which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by default results in the Issuer, Wind or any acceleration of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness prior to its express maturity or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity default, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €$25.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay certain final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, Company or any Note of its Significant Subsidiaries or (viii) any Indenture Guarantee is will be held in any a judicial proceeding to be unenforceable enforceable or invalid or ceases will cease for any reason to be in full force and effect, effect or any Guarantor, Subsidiary Guarantor will deny or any Person acting on behalf of any Guarantor, denies or disaffirms disaffirm its obligations Obligations under its Note Indenture Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the date of the IndentureJuly 21, if that 1997, which default (Ia) is caused by the a failure to pay principal of or premium or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (accelerated, aggregates $5.0 million or more; and not provided, further, that if such default is cured or waived or any such acceleration rescinded, cured or waived) aggregates €25.0 million such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or more at the occurrence of such acceleration, as the case may be, an Event of Default and any time outstanding (and not consequential acceleration of the Notes shall be automatically rescinded, cured so long as said rescission does not conflict with such judgment or waived)decree; (vi) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted failure by the Indenture, any Note Guarantee is held Guarantor to perform any covenant set forth in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effectits Subsidiary Guarantee, or the repudiation by any Guarantor, or any Person acting on behalf Guarantor of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents Subsidiary Guarantee or the unenforceability of the Security Documents any Subsidiary Guarantee against the Parent, Wind or any of its Subsidiaries a Guarantor for any reason; and (ixviii) the Issuer, Wind certain events of bankruptcy or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, insolvency with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary the Company or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of the principal of, interest and of or premium and Additional Amountsor interest, if any, on the Notes (including in connection Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with an offer to purchase); providedthe Indenture, however, that and the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specifically described in the Indenture: ) (i) default for 30 days in the payment of interest when due of interest or any Additional Amounts on or with respect to the NotesSecurities; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on the NotesSecurities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise; (iii) the failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary Guarantor to comply with Section 4.10, Section 4.15, Section 4.24(b) its obligations under Article IV or Section 5.0110.2(b) of the Indenture; (iv) failure by the Issuer, Wind or Company to comply for 30 days after notice with any of Wind’s its obligations under the covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 3.20 of the Indenture (in each case, other Restricted Subsidiaries than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements contained in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or under the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security DocumentSecurities; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay when due principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”) or (IIb) results in the acceleration of such Indebtedness prior to its final Stated Maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $15.0 million or more at any time outstanding more; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and not rescindedits Restricted Subsidiaries), cured or waivedwould constitute a Significant Subsidiary (the “bankruptcy provisions”); (viviii) failure by the Issuer, Wind Company or any Significant Subsidiary or group of Wind’s other Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$15.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment(the “judgment default provision”); or (viiix) except any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as permitted by of the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or latest audited financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases for any reason to be in full force and effect, effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf a group of any Guarantor, Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee; . However, a default under clauses (viiiiv) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; and (ixv) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would will not constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clause clauses (ixiv) or and (xv) hereof after receipt of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or such notice. If any other an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Upon any such declarationIf an Event of Default described in (vii) hereof occurs and is continuing, the Notes shall principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Securities may direct the Trustee may, on behalf in its exercise of the Holders any trust or power. The Trustee may withhold from Securityholders notice of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the in payment of principal, principal or interest, premium or Additional Amounts () if any)it determines that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts Interest on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on the Notes; , (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Issuer to comply with Section 4.10, Section 4.15, Section 4.24(b) Sections 4.07 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind Issuer or any of Wind’s other Restricted Subsidiaries Guarantor for 60 consecutive days after written notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements other agreement in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Issuer, Wind Issuer or any of Wind’s other Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Issuer, Wind Issuer or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that a Guarantor) which default (IA) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) Default or (IIB) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $50.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Issuer or any of Wind’s other Restricted Subsidiaries Guarantor to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Subsidiaries that are Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, Guarantor or any Person acting on its behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note such Guarantor’s Subsidiary Guarantee; (viii) breach by . If any Event of Default occurs and is continuing, the IssuerTrustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, Wind in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes may declare all direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to be due and payable immediatelythe payment of principal or interest) if it determines that withholding notice is in their interest. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or premium on, or the principal of, interest the Notes. The Issuer is required to deliver to the Trustee annually a written statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Issuer is required upon any Officer becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing written statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts interest, on or Additional Interest with respect to to, the NotesNotes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other its Restricted Subsidiaries for 60 30 days after specified notice to the Issuer and Wind by from the Trustee or the Holders of at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (viv) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default default: (IA) is caused by the a failure to pay principal at the final stated maturity of such Indebtedness prior (giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default periods and any extension thereof) (a “"Payment Default”) "); or (IIB) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $20.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (viv) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following after such judgments become final judgmentand non-appealable; and (viivi) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind Company or any of its Significant Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with the provisions described in Section 4.10, Section 4.15, Section 4.24(b) 4.10 or Section 5.014.14 or Article 5 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 30 days after notice to the Issuer and Wind by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with any the provisions described in Section 4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security DocumentSenior Subordinated Notes; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”"PAYMENT DEFAULT") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $15.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vivii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $15.0 million, which judgments are not paid, discharged or stayed for a period of within 60 consecutive days following such final judgmentafter their entry; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by certain events of bankruptcy or insolvency with respect to the IssuerCompany, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Significant Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable immediately. Upon ; PROVIDED, HOWEVER, that if any such declarationIndebtedness or Obligation is outstanding pursuant to the Credit Facility, upon a declaration of acceleration by the Holders of the Senior Subordinated Notes or the Trustee, all principal and interest under the Indenture shall be due and payable upon the earlier of (x) the day which is five Business Days after the provision to the Company, the Credit Agent and the Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facility; and PROVIDED, FURTHER, that in the event of an acceleration based upon an Event of Default set forth in clause (vi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such Payment Default shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Senior Subordinated Notes shall will become due and payable immediatelywithout further action or notice. Holders of the Senior Subordinated Notes may not less than enforce the Indenture or the Senior Subordinated Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes by written notice to may direct the Trustee may, on behalf in its exercise of any trust or power. The Trustee may withhold from Holders of the Holders Senior Subordinated Notes notice of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, principal or interest, premium or Additional Amounts () if any)it determines that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: (i1) default for 30 days defaults in the payment when due of interest on, or any Additional Amounts on or Interest, if any, with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the Principal of the Notes when the same becomes due (and payable at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (iii3) failure by the Issuer, Wind OI Group or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above)Indenture, the Notes, Notes and the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms Guarantees of the Priority Agreement or the Indenture) or Notes (with respect to any Security DocumentGuarantor); (v4) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind OI Group or any of Wind’s other Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Issuer, Wind OI Group or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default default: (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) ); or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $100.0 million or more more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time outstanding (and not rescinded, cured or waived); (vi) failure by the Issuer, Wind shall be rendered against OI Group or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are and such judgment shall not have been paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii6) except as permitted by the Indenture, any Note Guarantee is of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note GuaranteeGuarantee of the Notes; (viii7) breach by the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group pursuant to or within the meaning of any Bankruptcy Law Law: (Ia) commences a voluntary case, ; (IIb) consents to the entry of an order for relief against it in an involuntary case, ; (IIIc) consents to the appointment of a custodian Custodian of it or for all or substantially all of its property, ; (IVd) makes a general assignment for the benefit of its creditors, ; or (Ve) admits in writing its inability generally is not paying to pay its debts as they the same become due; or (x) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that that: (Ia) is for relief against the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group in an involuntary case, ; (IIb) appoints a custodian Custodian of the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group or for all or substantially all of the property of Wind or any of Windsuch entity’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary property; or (IIIc) orders the liquidation of the IssuerCompany, Wind OI Group or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, OI Group; and, in each casewith respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 consecutive days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. In the case of If an Event of Default other than an Event or Default specified in clause clauses (ix7) or and (x) of Section 6.01 8) of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon any such declaration, declaration the Notes Principal (or such lesser amount) and interest shall become be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee maysecurity and indemnity satisfactory to it against any loss, on behalf liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Holders of all of the NotesTrustee, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in have the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer right to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse with respect to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)this Note.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest interest, on, or any Additional Amounts on or Interest with respect to to, the NotesNotes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other its Restricted Subsidiaries for 60 30 days after specified notice to the Issuer and Wind by from the Trustee or the Holders of at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (viv) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default default: (IA) is caused by the a failure to pay principal at the final stated maturity of such Indebtedness prior (giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default periods and any extension thereof) (a “"Payment Default”) "); or (IIB) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $20.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (viv) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following after such judgments become final judgmentand non-appealable; and (viivi) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind Company or any of its Significant Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “are Events of Default” under the Indenture: (i) default for 30 days in failure by the payment Company to pay the principal of any Note when due of interest or any Additional Amounts on or with respect to the Notesdue; (ii) default in payment failure by the Company to pay any interest on any Note when due (at maturitydue, upon redemption or otherwise) of principal of, or premium, if any, on the Notescontinuing for 30 days; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section 4.10, Section 4.15, Section 4.24(b) its other agreements or Section 5.01; (iv) failure covenants in the Notes or the Indenture for the benefit of the Holders of the Notes upon the receipt by the Issuer, Wind or any Company of Wind’s other Restricted Subsidiaries for 60 days after notice to the Issuer and Wind of such Default by the Trustee, or upon the receipt by the Company and the Trustee or of notice of such Default by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements Notes, and (except in the Indenture (other than those case of a Default with respect to certain covenants described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) the Company’s failure to cure such Default within 60 days after receipt of such notice; (iv) certain events of bankruptcy or any Security Documentinsolvency; (v) default under any mortgage, indenture (including the Original Indenture and the supplemental indentures thereto in respect of the terms of the Other Public Notes, or any other indenture in respect of the Other Public Notes, as applicable) or instrument under which there is issued or by which there is secured secures or evidenced any evidences Indebtedness for money borrowed by of the Issuer, Wind Company or any of Wind’s Restricted Subsidiary (other Restricted Subsidiaries (or than the payment of Notes and Non-Recourse Indebtedness) which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the constitutes a failure to pay principal of such Indebtedness prior to the expiration in an amount of the grace period provided in such Indebtedness on the date $50,000,000 or more when due and payable (other than as a result of such default (a “Payment Default”acceleration) or (II) results in Indebtedness (other than the acceleration Notes and Non-Recourse Indebtedness) in the aggregate of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 million $50,000,000 or more at any time outstanding (becoming or being declared due and not rescinded, cured or waived)payable before it would otherwise become due and payable; (vi) failure by the Issuer, Wind or any entry of Wind’s other Restricted Subsidiaries to pay a final judgments judgment for the payment of cash money against the Company or other assets any Restricted Subsidiary in an amount of $10,000,000 or properties, more which remains undischarged or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed unstayed for a period of 60 consecutive days following after the date on which the right to appeal such final judgmentjudgment has expired or becomes subject to an enforcement proceeding; and (vii) except as permitted by the Indenture, any Note Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ixother than arising out of certain events of bankruptcy or insolvency) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes at the time outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare all the Notes to be due and payable immediatelyimmediately that portion of the principal amount of the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration, and upon such declaration the same shall become and be immediately due and payable. Upon any such declarationIn case an Event of Default arising out of certain events of bankruptcy or insolvency occurs and is continuing, the outstanding principal of and accrued and unpaid interest, if any, on the Notes shall become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any of the Holders. Such declaration or acceleration and its consequences may be rescinded by Holders of not less than a majority in aggregate principal amount of Notes at the then time outstanding Notes by written notice to the Trustee may, on behalf if all existing Events of Default have been cured or waived (except non-payment of principal that has become due solely because of the Holders of all of acceleration) and if the Notes, rescind an acceleration rescission would not conflict with any judgment or waive an decree. An existing Default or Event of Default and its consequences hereunder, except (other than a continuing Default or Event of Default in the payment of the principal of, of or interest and premium and Additional Amounts, if any, on the Notes (including in connection or Default with an offer respect to purchase); provided, however, that a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default upon the conditions provided in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).

Defaults and Remedies. The following events constitute “Events of Default” under Default with respect to the IndentureNotes include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or on, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture (other than those described in clauses except (i)) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) and (iii) above), as otherwise provided in the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms last paragraph of Section 4.03 of the Priority Agreement or the Base Indenture) or any Security Document); (viv) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the failure to pay principal of such Indebtedness prior at final maturity (giving effect to any applicable grace periods and any extensions thereof) the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at final stated maturity or the maturity of which has been so accelerated (and not rescindedin each case with respect to which the 30-day period described above has passed), cured or waived) aggregates €25.0 equals $100.0 million or more at any time outstanding (and not rescinded, cured or waived)time; (viv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to pay final non-appealable judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary of the Company in amounts aggregating in excess of €25.0 $100.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viivi) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind Company or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law (I) Law, commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of for it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying an admission by the Company in writing of its inability to pay its debts as they become due; or (xvii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Material Subsidiary in an involuntary case, (II) ; appoints a custodian of the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Material Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind Company or any of its Restricted Subsidiaries that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant SubsidiaryMaterial Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, andtaken together, in each case, would constitute a Material Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days; or (viii) any Guarantee of a Guarantor that is a Material Subsidiary (or group of Guarantors that would constitute a Material Subsidiary) or any material provision thereof ceases to be in full force and effect or any Guarantee of a Guarantor is declared to be null and void and unenforceable or any Guarantee of a Material Subsidiary is found to be invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture). In the case of an If any Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes shall will become due and payable immediatelyimmediately without further action or notice. Holders of may not less than a majority in aggregate principal amount of enforce the then outstanding Indenture or the Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default as provided in the payment of the principal ofIndenture. Subject to certain limitations, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteepower. However, the The Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other withhold from Holders of the Notes notice of any continuing Default or that may involve the Trustee in personal liability, Event of Default (except a Default or Event of Default relating to the payment of principalprincipal or interest or premium, interest, premium or Additional Amounts (if any)) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (ia) default for 30 days in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages with respect to to, the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iib) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iiic) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section the provisions described under Sections 4.07, 4.09, 4.10, Section or 4.15, Section 4.24(b) or Section 5.01; (ivd) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (ve) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries), ) whether such Indebtedness or guarantee Subsidiary Guarantee now exists, or is created after the date of the Indenture, if that which default (Ii) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $5.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vif) failure by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viig) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, Company or any Note of its Subsidiaries; (h) the Subsidiary Guarantee of any Guarantor is held in any judicial proceeding proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect (other than in accordance with the terms of the Indenture) or any Guarantor, Guarantor or any Person acting on behalf of any Guarantor, Guarantor denies or disaffirms its such Guarantor's obligations under its Note Guarantee; Subsidiary Guarantee (viii) breach other than by reason of a release of such Guarantor from its Subsidiary Guarantee in accordance with the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability terms of the Security Documents against the Parent, Wind or Indenture). If any Event of its Subsidiaries for any reason; Default (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of than an Event of Default specified in clause (ixg) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default above occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default specified in clause (g) of this Section all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided herein. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any tug or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest on the Notes or any Additional Amounts on or with respect to the NotesGuarantees; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Obligor to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s its other Restricted Subsidiaries agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Issuer and Wind Company by the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Documentclass; (viv) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries), Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that which default (I) is caused by the a failure to pay principal of on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) ), or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $100 million or more at any time outstanding (and not rescinded, cured or waived)more; (viv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay certain final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 consecutive days following after such judgment or judgments become final judgmentand non-appealable; and (viivi) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind Company or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelyimmediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest and premium and Additional Amounts, if any, on due in respect of the Notes (including in connection with an offer shall include any liquidated damages payable pursuant to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose Section 6.02 of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; (iii) failure by the Issuer, Wind Parent Company or any of Wind’s other its Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01Sections 4.06 and 5.01 of the Indenture; (iv) failure by the Issuer, Wind Parent Company or any of Wind’s other its Restricted Subsidiaries to comply with any other agreements in the Indenture or the Notes for 60 days after notice to the Issuer and Wind Parent Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Documentoutstanding; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Parent Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Parent Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $35.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) the failure by the Issuer, Wind Parent Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted by the Indenture, any Note Guarantee is of a Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee; (viii) certain events of bankruptcy or insolvency with respect to the Parent Company or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (ix) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or in the aggregate, (a) any default or breach by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement Guarantor in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any performance of its obligations under the Security Documents or the unenforceability Indenture which adversely affects in any material respect the condition or value of the Collateral or the enforceability, validity, perfection or priority of the Notes Priority Liens, taken as a whole, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 25% in principal amount of the outstanding notes, or (b) any security interest created under the Security Documents against or under the Parent, Wind Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Company or any Guarantor asserts, in any pleading in any court of its Subsidiaries for competent jurisdiction, that any reason; (ix) security interest in any Collateral is invalid or unenforceable. If any Event of Default occurs and is continuing, the IssuerTrustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, Wind in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Parent Company, Company, any of Wind’s other Restricted Subsidiaries that is Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes may declare all direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. If an Event of Default occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable immediatelypayable, to the extent permitted by law, anything in the Indenture or herein to the contrary notwithstanding. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Parent Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with the provisions of Section 3.09, 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind or any Company for 180 days after notice to comply with the provisions of Wind’s other Restricted Subsidiaries Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not accelerated, aggregates $50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, cured or waived) aggregates €25.0 million such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or more at the occurrence of such acceleration, as the case may be, such Event of Default and any time outstanding (and not consequential acceleration of the Notes shall be automatically rescinded, cured so long as such rescission does not conflict with any judgment or waived)decree; (vivii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$50.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viiviii) except as permitted by the Indenture, any Note Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Subsidiary Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the IssuerCompany, Wind or Finance Corp., any of Windthe Company’s other Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default Company as specified in clause (ixSection 6.01(i) or (x6.01(j) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Upon Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 of the Indenture occurs with respect to the Company, Finance Corp., any such declarationof the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee maywithout further action or notice, on behalf of the Holders of together with all of the Notesaccrued and unpaid interest, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional AmountsInterest, if any, on and premium, if any, thereon. Holders may not enforce the Indenture or the Notes (including except as provided in connection with an offer the Indenture. Subject to purchase); providedcertain limitations, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. However, the The Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other withhold from Holders of the Notes notice of any continuing Default or that may involve the Trustee in personal liability, Event of Default (except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (Interest) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, interest or Additional Interest, if any), on, the Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specially described in the Indenture: ) (i) default for 30 days in the payment when due of interest or any Additional Amounts additional interest when due on or with respect to the NotesSecurities, and such default continues for 30 days; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the NotesSecurities at Stated Maturity , upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) the failure by the Issuer, Wind Company to make or any consummate a Change of Wind’s other Restricted Subsidiaries Control Offer or an Asset Sale Offer or to comply with the provisions described under Section 4.103.2, Section 4.15, Section 4.24(b) 3.3 or Section 5.014.1; (iv) failure by the Issuer, Wind Company or any of Wind’s other a Restricted Subsidiaries Subsidiary for 60 days after notice to the Issuer and Wind by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding voting as a single class to comply with any of the its other agreements in the this Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) Securities or of any Security DocumentSubsidiary Guarantor to perform any of its other covenants under its Subsidiary Guarantee; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries), Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the date of the this Indenture, if that which default (Ia) is caused by the failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $5.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $5.0 million, which judgments are not paid, discharged discharged, bonded or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted by the Indentureany Subsidiary Guarantee of a Significant Subsidiary (or group of Subsidiaries that, any Note Guarantee is taken together, constitutes a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any GuarantorSubsidiary Guarantor that is a Significant Subsidiary (or group of Subsidiary Guarantors that, taken together, constitutes a Significant Subsidiary), or any Person acting on behalf of any Guarantorsuch Subsidiary Guarantor or Subsidiary Guarantors, denies shall deny or disaffirms disaffirm its obligations under its Note Subsidiary Guarantee; (viii) breach by the Issuercertain events of bankruptcy, Wind insolvency or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability reorganization of the Security Documents against the ParentCompany, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken togethertogether (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive daysLaw. In the case of If an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default described in (viii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Upon any such declarationIf an Event of Default described in (viii) hereof occurs and is continuing, the Notes shall principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Securities may direct the Trustee may, on behalf in its exercise of the Holders any trust or power. The Trustee may withhold from Securityholders notice of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the in payment of principal, principal or interest, premium or Additional Amounts () if any)it determines that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specifically described in the Indenture: ) (i) default for 30 days in the any payment when due of interest or additional interest (as required by the Registration Rights Agreement) on any Additional Amounts on Security when due, continued for 30 days, whether or with respect to not such payment is prohibited by the Notesprovisions of Article X and Article XII of the Indenture; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by the Notesprovisions of Article X and Article XII of the Indenture; (iii) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary Guarantor to comply with its obligations under Section 4.10, Section 4.15, Section 4.24(b) or Section 5.014.1 of the Indenture; (iv) failure by the Issuer, Wind or Company to comply for 30 days after notice with any of Wind’s its obligations under Article III of the Indenture (in each case, other Restricted Subsidiaries than a failure to purchase Securities which will constitute an Event of Default under clause (ii) and a failure to comply with Section 4.1 of the Indenture, which will constitute an Event of Default under clause (iii)); (v) failure by the Company to comply for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply provided below with any of the its other agreements contained in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (I1) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II2) results in the acceleration of such Indebtedness prior to its Stated Maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $30.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vivii) certain events set forth in Section 6.1(7) of the Indenture of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law; (viii) failure by the Issuer, Wind Company or any Significant Subsidiary or group of Wind’s other Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$30.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; or (viiix) except any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as permitted by of the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases for any reason to be in full force and effect, effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf group of any Guarantor, Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee; . However, a default under clauses (viiiiv) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; and (ixv) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would will not constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clause clauses (ixiv) or and (xv) hereof after receipt of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or such notice. If any other an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes Securities to be due and payable immediatelypayable. Upon any such declarationIf an Event of Default described in (vii) hereof occurs and is continuing, the Notes shall principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Securities may direct the Trustee may, on behalf in its exercise of the any trust or power. The Trustee may withhold from Holders notice of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the in payment of principal, interestpremium, premium or Additional Amounts (if any), or interest) if it determines in good faith that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest on (or any Additional Amounts on or with respect to Special Interest, if any, on) the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on on, the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes and Exchange Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, if that default (I) default: is caused by the a failure to pay principal of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $30.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $30.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable certain events of bankruptcy or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents insolvency with respect to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant SubsidiarySubsidiary or any Guarantor; (viii) any security interest or Lien purported to be created by any Security Document with respect to any Collateral having, andindividually or in the aggregate, a Fair Market Value in each caseexcess of $5.0 million (a) ceases to be in full force and effect, (b) ceases, other than through an act or omission of the Collateral Trustee, to give the Collateral Trustee, for the benefit of the Holders of the Notes, the order Liens, rights, powers and privileges purported to be created and granted thereby (including a perfected first-priority security interest in and Lien on, all of the Collateral thereunder) in favor of the Collateral Trustee, or decree remains unstayed and (c) is asserted by the Company or any Guarantor not be, a valid, perfected, first priority security interest in effect for 60 consecutive days. In or Lien on the case of an Event of Default specified in clause Collateral covered thereby; or (ix) or (x) an “Event of Section 6.01 of the Indenture, with respect to Wind, Default” as defined in any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeMortgage. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelyimmediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amountsthe Company is required, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: (i1) default for 30 days defaults in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages, if any, with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the Principal of the Notes when the same becomes due (and payable at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (iii3) failure by the Issuer, Wind OI Group or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above)Indenture, the Notes, Notes and the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms Guarantees of the Priority Agreement or the Indenture) or Notes (with respect to any Security DocumentGuarantor); (v4) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind OI Group or any of Wind’s other Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Issuer, Wind OI Group or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default default: (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) ); or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $100.0 million or more more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time outstanding (and not rescinded, cured or waived); (vi) failure by the Issuer, Wind shall be rendered against OI Group or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are and such judgment shall not have been paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii6) except as permitted by the Indenture, any Note Guarantee is of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note GuaranteeGuarantee of the Notes; (viii7) breach by the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group pursuant to or within the meaning of any Bankruptcy Law Law: (Ia) commences a voluntary case, ; (IIb) consents to the entry of an order for relief against it in an involuntary case, ; (IIIc) consents to the appointment of a custodian Custodian of it or for all or substantially all of its property, ; (IVd) makes a general assignment for the benefit of its creditors, ; or (Ve) admits in writing its inability generally is not paying to pay its debts as they the same become due; or (x) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that that: (Ia) is for relief against the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group in an involuntary case, ; (IIb) appoints a custodian Custodian of the IssuerCompany, Wind OI Group or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary OI Group or for all or substantially all of the property of Wind or any of Windsuch entity’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary property; or (IIIc) orders the liquidation of the IssuerCompany, Wind OI Group or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, OI Group; and, in each casewith respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 consecutive days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. In the case of If an Event of Default other than an Event or Default specified in clause clauses (ix7) or and (x) of Section 6.01 8) of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon any such declaration, declaration the Notes Principal (or such lesser amount) and interest shall become be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee maysecurity and indemnity satisfactory to it against any loss, on behalf liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Holders of all of the NotesTrustee, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in have the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer right to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse with respect to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)this Note.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notesdays; (ii) default in payment the failure to pay the principal on any Notes, when such principal becomes due (and payable, at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (iii) the failure by the of any Issuer, Wind Venator or any of Wind’s other Restricted Subsidiaries Guarantor to comply with Section 4.10any covenant or agreement contained in the Indenture, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any which default continues for a period of Wind’s other Restricted Subsidiaries for 60 90 days after Venator or the Issuers receive a written notice to specifying the Issuer default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and Wind by demanding that such default be remedied) from the Trustee or the Holders of at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding voting as a single class to comply with (including any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or Additional Notes subsequently issued under the Indenture) (except in the case of a default with respect to Section 5.01 or any Security Document10.04 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (viv) default under any mortgageagreement governing indebtedness of Venator, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Issuer or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted their Significant Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default Default (IA) is caused by the a failure at to pay at final maturity the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions of time for payment of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) indebtedness; or (IIB) results in the acceleration of the final stated maturity of any such Indebtedness indebtedness prior to its Stated Maturity andexpress maturity, and in each case, the aggregate principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default indebtedness unpaid or the maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 $50.0 million or more at any time outstanding and has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; (and not rescinded, cured v) certain events of bankruptcy affecting Venator or waived); either Issuer or (vi) the failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment; (vii) except as permitted by the Indenture, any Note Guarantee is held in by Venator or any judicial proceeding to be unenforceable or invalid or ceases for any reason Significant Subsidiary to be in full force and effect, effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or any Guarantor, or any Person acting on behalf of any Guarantor, the Guarantors denies or disaffirms its obligations liability under its Note Guarantee; (viii) breach by Guarantee and such Default continues for 10 days. Holders may not enforce the Issuer, Wind Indenture or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement the Notes except as provided in the Security DocumentsIndenture. Subject to certain limitations, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. However, the The Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other withhold from Holders of the Notes notice of any continuing Default or that may involve the Trustee in personal liability, Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium or Additional Amounts (on, if any, or interest on, the Notes (including in connection with an offer to purchase). The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon obtaining knowledge of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with the provisions described in Section 4.10, Section 4.15, Section 4.24(b) 4.10 or Section 5.014.14 or Article 5 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 30 days after notice to the Issuer and Wind by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes to comply with the provisions described in Section 4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security DocumentSenior Subordinated Notes; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”"PAYMENT DEFAULT") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any such other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $15.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vivii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $15.0 million, which judgments are not paid, discharged or stayed for a period of within 60 consecutive days following such final judgmentafter their entry; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by certain events of bankruptcy or insolvency with respect to the IssuerCompany, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Significant Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable immediately. Upon ; PROVIDED, HOWEVER, that if any such declarationIndebtedness or Obligation is outstanding pursuant to the Credit Facility, upon a declaration of acceleration by the Holders of the Senior Subordinated Notes or the Trustee, all principal and interest under the Indenture shall be due and payable upon the earlier of (x) the day which is five Business Days after the provision to the Company, the Credit Agent and the Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facility; and PROVIDED, FURTHER, that in the event of an acceleration based upon an Event of Default set forth in clause (vi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such Payment Default shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Senior Subordinated Notes shall will become due and payable immediatelywithout further action or notice. Holders of the Senior Subordinated Notes may not less than enforce the Indenture or the Senior Subordinated Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes by written notice to may direct the Trustee may, on behalf in its exercise of any trust or power. The Trustee may withhold from Holders of the Holders Senior Subordinated Notes notice of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, principal or interest, premium or Additional Amounts () if any)it determines that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages with respect to to, the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section the provisions described under Sections 4.07, 4.09, 4.10, Section 4.154.14, Section 4.24(b) 4.19 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) at its final stated maturity or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity maturity and, in each case, the principal amount of any such which Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated described in clauses (a) and not rescinded(b) above, cured or waived) aggregates €25.0 $10.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viiviii) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, Company or any of its Significant Subsidiaries; or (ix) the Note Guarantee of any Guarantor is held in any judicial proceeding proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect (other than in accordance with the terms of this Indenture) or any Guarantor, Guarantor or any Person acting on behalf of any Guarantor, Guarantor denies or disaffirms its such Guarantor's obligations under its Note Guarantee; Guarantee (viii) breach other than by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment reason of a custodian release of it or for all or substantially all of such Guarantor from its property, (IV) makes a general assignment for Note Guarantee in accordance with the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 terms of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice). If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon , provided however, that if any such declarationSenior Indebtedness is outstanding under the New Senior Credit Facilities, upon a declaration of acceleration, the Notes shall become due be payable upon the earlier of (x) the day which is five Business Days after the provision to the Company and payable immediately. Holders the agent under the New Credit Senior Facilities of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to of such declaration and (y) the Trustee maydate of acceleration of any Indebtedness under the New Senior Credit Facilities. Notwithstanding the foregoing, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment case of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose from certain events of the Indenture; but no such waiver shall extend to any subsequent bankruptcy or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the timeinsolvency, method and place of conducting any proceeding for exercising any remedy available with respect to the Trustee Company, any Significant Subsidiary or exercising any trust or power conferred on the Trustee. Howevergroup of Subsidiaries that, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liabilitytaken together, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).would constitute a

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts Liquidated Damages on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on the Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section 4.104.07, Section 4.154.09, Section 4.24(b) 4.10 or Section 5.014.15 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the certain other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $5.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries; and (viii) except as permitted by the Indenture, any Note Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, Guarantor or any Person acting on its behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its such Guarantor's Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders Company is required upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages, if any, with respect to the Fixed Rate Notes; , (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on on, the Fixed Rate Notes; , (iii) failure by the Issuer, Wind MagnaChip or any of Wind’s other its Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind MagnaChip or any of Wind’s other its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind MagnaChip by the Trustee or the Holders of at least 25% in aggregate principal amount of the Fixed Rate Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security DocumentDocuments; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Issuer, Wind of MagnaChip or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived)express maturity; (vi) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay certain final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 consecutive days following such final judgmentdays; (vii) certain events of bankruptcy or insolvency with respect to MagnaChip or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) the repudiation by MagnaChip or any of its Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against MagnaChip or any of its Subsidiaries for any reason; (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Guarantee; and (x) the occurrence of any of (a) except as permitted by the Indenture, any Security Document ceases for any reason to be fully enforceable; provided, that it will not be an Event of Default under the Indenture if the sole result of the failure of one or more Security Documents to be fully enforceable is that any Parity Lien purported to be granted under such Security Documents on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $25.0 million ceases to be an enforceable and perfected second-priority Lien, subject only to Permitted Prior Liens, (b) any Parity Lien purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $25.0 million ceases to be an enforceable and perfected second-priority Lien, subject only to Permitted Prior Liens, or (c) MagnaChip or any Guarantorother Pledgor, or any Person acting on behalf of any Guarantorof them, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuerdisaffirms, Wind in writing, any obligation of MagnaChip or any of Wind’s other Restricted Subsidiaries of any material representation Pledgor set forth in or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree arising under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSecurity Document. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Fixed Rate Notes may declare all the Fixed Rate Notes to be due and payable immediately. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Fixed Rate Notes shall will become due and payable immediatelyimmediately without further action or notice. Holders may not enforce the Indenture or the Fixed Rate Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Fixed Rate Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Fixed Rate Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Liquidated Damages, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Fixed Rate Notes by written notice to the Trustee may, on behalf of the Holders of all of the Fixed Rate Notes, rescind an acceleration or waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, interest the Fixed Rate Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and premium and Additional Amountsthe Issuers are required, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders upon becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events An "Event of Default” under the Indenture" occurs if: (i) default for 30 days in the payment when due of interest on, or any Additional Amounts on or with respect to to, the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section the covenants contained in sections 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (I) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €$25.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeinvalid. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (i) the day which is five Business Days after receipt by the Representatives of Designated Senior Debt of such notice of acceleration or (ii) the date of acceleration of any Designated Senior Debt. Upon Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any such declarationSignificant Subsidiary or any group of Subsidiaries that, the taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders of the Notes may not less than enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to June 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to June 15, 2007, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Notes.

Defaults and Remedies. The Each of the following events constitute “Events constitutes an Event of Default” under the Indenture: (ia) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on any Note when the Notessame becomes due and payable at maturity, upon acceleration, redemption or otherwise whether or not such payment is prohibited by Article 10 of the Indenture; (iiib) default in the payment of interest on any Note when the same becomes due and payable, or Additional or Special Interest, if any, and such default continues for a period of 30 days whether or not such payment is prohibited by Article 10 of the Indenture; (c) failure by the Issuer, Wind Company or any of Wind’s other Restricted its Subsidiaries to comply with any of the provisions of Sections 4.21 or 5.01 of the Indenture or the failure to make or consummate an Offer to Purchase in accordance with the terms of Section 4.10, Section 4.15, Section 4.24(b) or Section 5.014.15 of the Indenture; (ivd) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to observe or perform any covenant or agreement in the Indenture or this Note (other than a default under clause (a), (b), or (c) of this paragraph 14) for 60 30 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class class; (e) the occurrence with respect to comply with any issue or issues of Indebtedness of the agreements Company or any Significant Subsidiary having an outstanding principal amount of $20.0 million or more in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms aggregate for all such issues of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries)all such Persons, whether such Indebtedness now exists or guarantee now existsshall hereafter be created, is created after (i) an event of default that has caused the date of the Indenture, if that default (I) is caused by the failure holder thereof to pay principal of declare such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $20.0 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $20.0 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default decree or the maturity of which has been so accelerated (order shall remain unstayed and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived); (vi) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed effect for a period of 60 30 consecutive days following such final judgmentdays; (viih) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or EXHIBIT 4.9 substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; (i) except as permitted by the Indenture, any Note Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Subsidiary Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (xj) the revocation, termination, suspension or other cessation of effectiveness for a court period or more than 90 consecutive days of competent jurisdiction enters an order any Gaming License that results in the cessation or decree under suspension of gaming operations at any Bankruptcy Law Material Casino; PROVIDED that (I) is for relief against any voluntary relinquishment of or failure to renew after revocation a Gaming License of a Material Casino if such relinquishment or failure to renew is, in the Issuerreasonable, Wind or any good faith judgment of Wind’s other Restricted Subsidiaries that is the Board of Directors of the Company, evidenced by a Significant Subsidiary or any group resolution of Restricted Subsidiaries such Board, both desirable in the conduct of Wind thatthe business of the Company and its Subsidiaries, taken togetheras a whole, would constitute a Significant Subsidiary and not disadvantageous in an involuntary case, (II) appoints a custodian any material respect to the holders of the Issuer, Wind or any Notes shall not constitute an Event of Wind’s Default. If an Event of Default (other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of than an Event of Default specified in clause (ixg) or (xh) of Section 6.01 of the Indenture, above that occurs with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default the Company) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the principal of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) above shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) above occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall IPSO FACTO become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of not less than at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee mayCompany and to the Trustee, on behalf may waive all past defaults and rescind and annul a declaration of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunderif (i) all existing Events of Default, except a continuing Default or Event of Default in other than the payment nonpayment of the principal of, interest and premium and Additional Amountspremium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (including in connection ii) the rescission would not conflict with an offer to purchase); provided, however, that the Holders any judgment or decree of a majority in aggregate principal amount court of the then outstanding Notes may rescind competent jurisdiction. If an acceleration or waive an existing Default or Event of Default occurs and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Howeveris continuing, the Trustee may refuse pursue any available remedy to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to collect the payment of principal, interestpremium, premium or Additional Amounts (if any), and interest on the Notes or to enforce the performance of any provision of this Note or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault shall include: (i1) default for 30 thirty (30) days in the payment when due of interest on, or any Additional Amounts on or Interest, if any, with respect to the Notes; , (ii2) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; , (iii3) failure by the Issuer, Wind Company or any of Wind’s other the Restricted Subsidiaries to comply with Section 4.10the provisions described under Article 5 or failure by the Company to consummate a Change of Control Offer or Asset Sale Offer in accordance with the provisions of the Indenture applicable to the offers, Section 4.15, Section 4.24(b) or Section 5.01; (iv4) failure by the Issuer, Wind Company or any of Wind’s other the Restricted Subsidiaries to perform any other covenant in the Indenture, other than a covenant specified in clauses (1), (2) or (3) above, that continues for 60 sixty (60) days (or one hundred twenty (120) days in the case of a failure to comply with the reporting obligations described under Section 4.03 of the Indenture) after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i)comply, (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v5) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries (its Significant Subsidiaries, or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other Restricted its Significant Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that which default (Ia) is caused by the a failure to pay principal of such or premium, if any, interest on, if any, or Additional Interest, if any, with respect to the Indebtedness prior to the expiration of the grace period provided in such Indebtedness indebtedness on the date of such the default (a “Payment Default”) or (IIb) results in the acceleration of such the Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $20.0 million or more at any time outstanding more, (and not rescinded, cured or waived); (vi6) failure by the Issuer, Wind Company or any of Wind’s other Restricted its Significant Subsidiaries to pay final judgments for the payment aggregating (net of cash or other assets or properties, or the assumption of liabilities, entered amounts covered by a court or courts of competent jurisdiction aggregating insurance policies) in excess of €25.0 $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive sixty (60) days following such final judgment; or (vii7) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable certain events of bankruptcy or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement insolvency described in the Security Documents, Indenture with respect to the repudiation by Wind Company or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Subsidiaries.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under the Indenture: Default include (i) default in payment of the Accreted Value, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable, (ii) default in the payment of any cash interest when due and payable, and continuance of such default for a period of 30 days days, (iii) failure by the Company to comply with other agreements or covenants in the Indenture or the Securities, subject to notice and lapse of time; (iv) default by the Company under any instrument or instruments under which there is or may be secured or evidenced any Indebtedness of the Company (other than the Securities) having an outstanding principal amount of $50,000,000 (or its foreign currency equivalent) or more, individually or in the aggregate, that has caused the holders thereof to declare such Indebtedness to be due and payable prior to its stated maturity, unless such declaration has been rescinded within 30 days, (v) a default by the Company in the payment when due of interest the principal of any bond, debenture, note or other evidence of the Company's Indebtedness, in each case for money borrowed, or in the payment of principal under any Additional Amounts on mortgage, indenture, agreement or with respect to instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Notes; Company for money borrowed, which default for payment of principal is, individually or in an aggregate principal amount exceeding $50,000,000 (iior its foreign currency equivalent) default in payment when such Indebtedness becomes due and payable (whether at maturity, upon redemption or acceleration or otherwise) of principal of, or premium), if any, on the Notes; (iii) failure by the Issuer, Wind such default shall continue unremedied or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries unwaived for 60 more than 30 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on or extension of the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (time for payment applicable thereto; and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived); (vi) failure by certain events of bankruptcy, insolvency and reorganization. Securityholders may not enforce the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, Indenture or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment; (vii) Securities except as permitted by provided in the Indenture, any Note Guarantee is held in any judicial proceeding . The Trustee may refuse to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by enforce the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents Indenture or the unenforceability of the Security Documents against the ParentSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then Securities at the time outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteepower. However, the The Trustee may refuse to follow withhold from Securityholders notice of any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, continuing Default (except a Default or Event of Default relating to the in payment of principal, interest, premium or Additional Amounts amounts specified in clause (ii) above) if any)it determines that withholding notice is in their interests.

Defaults and Remedies. The following events constitute “Events of Default” under Default with respect to the IndentureNotes include: (i) default for 30 days in the payment when due of interest on, or any Additional Amounts on or Liquidated Damages, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on on, the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 30 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture (other than those described in clauses except (i)) in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) and (iii) above), as otherwise provided in the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms last paragraph of Section 4.03 of the Priority Agreement or the Indenture) or any Security Document); (viv) default under any mortgage, indenture or other instrument under which there is may be issued or by which there is secured or may be evidenced any Indebtedness for money borrowed by of the Issuer, Wind Company or any Restricted Subsidiary of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries)Company, whether such Indebtedness now exists or guarantee now exists, is created after the date of the Indenturehereof, if that default default: (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) ); or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity final stated maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €$25.0 million or more at more, provided that any time outstanding (and default or event of default with respect to the ADVO Notes during the period from the Issue Date until the 45th day after the Issue Date shall not rescinded, cured or waived)give rise to an Event of Default under the Indenture; (viv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to pay final non-appealable judgments for (to the payment of cash or other assets or properties, or extent not covered by independent third party insurance as to which the assumption of liabilities, insurer does not dispute coverage) entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary of the Company in amounts aggregating in excess of €$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viivi) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind Company or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary Subsidiary, pursuant to or within the meaning of Bankruptcy Law (I) Law, commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of for it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying an admission by the Company in writing of its inability to pay its debts as they become due; or (xvii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) ; appoints a custodian of the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant SubsidiarySubsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, andtaken together, in each case, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days. In the case ; (viii) any Guarantee of an Event a Significant Subsidiary ceases to be in full force and effect or any Guarantee of Default specified in clause (ix) a Significant Subsidiary is declared to be null and void and unenforceable or (x) any Guarantee of Section 6.01 of the Indenture, with respect a Significant Subsidiary is found to Wind, be invalid or any Restricted Subsidiary of Wind Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture); or (ix) any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all the ADVO Notes are outstanding Notes will become due and payable immediately without further action on the 45th day after the Issue Date or noticeat any time thereafter. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest and Liquidated Damages, if any, on all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority by notice in aggregate principal amount of the then outstanding Notes by written notice writing to the Company and the Trustee may, on behalf of specifying the Holders of all of the Notes, rescind an acceleration or waive an existing Default or respective Event of Default and its consequences hereunderthat it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, except a continuing Default or in the case of an Event of Default in the payment arising from certain events of the bankruptcy or insolvency, all unpaid principal of, of and accrued and unpaid interest and premium and Additional AmountsLiquidated Damages, if any, on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default as provided in the payment of the principal ofIndenture. Subject to certain limitations, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteepower. However, the The Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other withhold from Holders of the Notes notice of any continuing Default or that may involve the Trustee in personal liability, Event of Default (except a Default or Event of Default relating to the payment of principalprincipal or interest or premium, interest, premium or Additional Amounts (if any),) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest on, or any Additional Amounts on or Interest with respect to to, the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on the Notes; Notes (whether or not prohibited by the subordination provisions of the Indenture), (iii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to comply with Section 4.104.07, Section 4.154.09 or 5.01 of the Indenture, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries for 30 days after notice to comply with the provisions of Section 4.10 or 4.15 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default default: (Ia) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”) "); or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $20.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vivii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viiviii) except as permitted by the Indenture, any Note Subsidiary Guarantee is or Parent Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Subsidiary Guarantee or Parent Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; and (ix) certain events of bankruptcy or insolvency described in the Issuer, Wind Indenture with respect to the Company or any Restricted Subsidiary of Wind’s other Restricted Subsidiaries the Company that is would constitute a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind Company that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) arising from certain events of bankruptcy or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiaryinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (i) the day which is five business days after receipt by the representatives of Designated Senior Debt of such notice of acceleration; or (ii) the date of the acceleration of any Designated Senior Debt. Upon any such declaration, Holders may not enforce the Indenture or the Notes shall become due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of interest or premium and Additional Interest, if any on, or the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and In the case of any Event of Default arising therefrom shall be deemed occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to have been cured for every purpose pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture; but no such waiver shall extend , an equivalent premium will also become and be immediately due and payable to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to 2008, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to 2008, then outstanding Notes may direct the time, method premium specified in the Indenture will also become immediately due and place payable to the extent permitted by law upon the acceleration of conducting any proceeding for exercising any remedy available the Notes. The Company is required to deliver to the Trustee or exercising annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating Default, to deliver to the payment Trustee a statement specifying such Default or Event of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts Liquidated Damages, if any, on or with respect to the Notes; (ii) default in payment when due (of principal, Redemption Price or Purchase Price of the Notes when the same becomes due and payable at maturity, upon redemption redemption, repurchase or otherwise) of principal of, or premium, if any, on the Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section Sections 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.014.18 of the Indenture; (iv) failure by the Issuer, Wind Company to comply with Sections 4.7 or any 4.9 of Wind’s other Restricted Subsidiaries the Indenture for 60 30 days after notice to the Issuer and Wind Company by the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class outstanding; (v) failure by the Company for 60 days after notice to the Company to comply with any of the certain other agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or the Notes, Notes by the Note Guarantee, Trustee or the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms Holders of at least 25% of the Priority Agreement or aggregate principal amount of the Indenture) or any Security DocumentNotes outstanding; (vvi) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that Company which default (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIb) results in the acceleration of such any Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $7.5 million or more at any time outstanding (and not rescinded, cured or waived)more; (vivii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay certain final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 consecutive days following days, provided that the aggregate of all such final judgmentundischarged judgments exceeds $7.5 million; (viiviii) except as permitted by the Indenture, any Note a Subsidiary Guarantee is shall have been held in any judicial proceeding to be unenforceable or invalid or ceases for any reason shall have ceased to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; and (ix) the Issuer, Wind certain events of bankruptcy or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, insolvency with respect to Windthe Company, any Restricted Guarantor or any Subsidiary of Wind that is obligated to become a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines in good faith that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Indenture except a continuing Default or Event of Default in the payment of the principal principal, Redemption Price or Purchase Price of, interest and premium and Additional Amountsor interest, or Liquidated Damages, if any, on on, the Notes (including in connection with an offer to purchase); provided, however, that the which may be waived only by Holders of a majority in aggregate principal amount all of the Notes then outstanding Notes may rescind an acceleration or waive an existing outstanding). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include in summary form: (i) default for 30 days in the any payment when due of interest or on any Additional Amounts on or with respect to the NotesNote when due; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; (iii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to comply (for 30 days in the case of a failure to comply that is capable of cure, except with respect to Section 4.106.01, Section 4.15which shall have no such cure period) with Sections 5.06, Section 4.24(b) 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13, 5.15, 5.18 or Section 5.016.01 of the Supplemental Indenture; (iv) failure by the Issuer, Wind an Issuer or any Guarantor to comply with any of Wind’s its other Restricted Subsidiaries agreements in the Supplemental Indenture for 60 days after notice to the Issuer and Wind Issuers or a Guarantor by the Trustee or to the Issuers or a Guarantor and Trustee by Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Documentoutstanding; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Holdings or any Restricted Subsidiary of Wind’s other Restricted Subsidiaries Holdings (or the payment of which is guaranteed by the Issuer, Wind Holdings or any Restricted Subsidiary of Wind’s other Restricted SubsidiariesHoldings), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default default: (Ia) is caused by the a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”) or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $40.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) the failure by the IssuerHoldings, Wind an Issuer or any a Significant Subsidiary or group of Wind’s other Restricted Subsidiaries of Holdings that would constitute a Significant Subsidiary to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 $40.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted by the Indenture, any Note Guarantee is of Holdings, a Significant Subsidiary or group of Restricted Subsidiaries of Holdings that would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any GuarantorHoldings, denies a Significant Subsidiary or disaffirms group of Restricted Subsidiaries of Holdings that would constitute a Significant Subsidiary shall deny or disaffirm its obligations under its Note Guarantee; and (viii) breach by the Issuercertain events of bankruptcy or insolvency with respect to Holdings, Wind an Issuer or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability Subsidiary of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute as a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken togetherwhole, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may shall declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to an Issuer, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders of may not less than a majority in aggregate principal amount of enforce the then outstanding Indenture or the Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default as provided in the payment of the principal ofIndenture. Subject to certain limitations, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteepower. However, the The Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other withhold from Holders of the Notes notice of any continuing Default or that may involve the Trustee in personal liability, Event of Default (except a Default or Event of Default relating to the payment of principalprincipal or interest) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, interestor the principal or premium, premium or Additional Amounts (if any), of the Notes. The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers shall also deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute a Default, their status and what action the Issuers are taking or proposing to take in respect thereof.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; (iii) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries of the Company to comply with Section Sections 3.09, 4.07, 4.09, 4.10, Section 4.15, Section 4.24(b) 4.14 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Guarantor for 60 days in the performance of any other covenant, warranty or agreement in the Indenture, the Collateral Documents or the Notes after written notice shall have been given to the Issuer and Wind Company by the Trustee or to the Company and the Trustee from Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Documentoutstanding; (v) default under (a) Non-Recourse Indebtedness of the Company or any of its Restricted Subsidiaries with an aggregate principal amount in excess of 10% of the aggregate assets of the Company and its Restricted Subsidiaries or (b) any other mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date Issuance Date and, in each case, the principal amount of which, together with the Indentureprincipal amount of any other such Indebtedness under which there has been a Payment Default (as defined below) or the maturity of which has been so accelerated, if that default aggregates $10.0 million or more, which default, in either case, (Ia) is caused by the a failure to pay when due principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”") or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity and, express maturity or shall constitute a default in each case, the principal amount payment of any such Indebtedness, together with the principal amount issue of any other such Indebtedness under which there has been a Payment Default or the at final maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived)such issue; (vi) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or rendered against them (other than judgment liens without recourse to any assets or properties, property of the Company or the assumption any of liabilities, entered by a court its Restricted Subsidiaries other than assets or courts of competent jurisdiction property securing Non-Recourse Indebtedness) aggregating in excess of €25.0 $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive 90 days following such final judgment(other than any judgments as to which a reputable insurance company has accepted full liability); (vii) breach by the Company of any material representation or warranty set forth in any of the Collateral Documents, or default by the Company in the performance of any covenant set forth in the Collateral Documents, or repudiation by the Company of any of its obligations under the Collateral Documents, or the unenforceability of the Collateral Documents against the Company for any reason that would materially impair the benefits to the Trustee or the Holders of the Notes; (viii) except as permitted by the Indenture, any Note Subsidiary Guarantee is with respect to the Notes shall be held in any a judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any GuarantorGuarantor (or its successors or assigns), or any Person acting on behalf of such Guarantor (or its successors or assigns), shall deny or disaffirm its obligations or shall fail to comply with any Guarantor, denies or disaffirms its obligations under its Note Subsidiary Guarantee; and (viiiix) breach by certain events of bankruptcy or insolvency with respect to the IssuerCompany, Wind any Guarantor or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Company's Subsidiaries that is would constitute a Significant Subsidiary or any group of Restricted the Company's Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).declare

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specifically described in the Indenture: ) (i) default for 30 days in the payment of interest when due on the Securities, whether or not such payment is prohibited by the subordination provisions of interest or any Additional Amounts on or with respect to the NotesIndenture; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, of or premium, if any, on the NotesSecurities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, whether or not such payment is prohibited by the subordination provisions of the Indenture; (iii) the failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary Guarantor to comply with its obligations under Section 4.10, Section 4.15, Section 4.24(b) or Section 5.014.1 of the Indenture; (iv) failure by the Issuer, Wind or Company to comply for 30 days after notice with any of Wind’s its obligations under the covenants described under Article III of the Indenture (in each case, other Restricted Subsidiaries than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements contained in the Indenture (other than those described in clauses (i), (ii) and (iii) above), or under the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security DocumentSecurities; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (Ia) is caused by the a failure to pay principal of or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”) or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $35.0 million or more at any time outstanding more; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and not rescindedits Restricted Subsidiaries), cured or waivedwould constitute a Significant Subsidiary (the “bankruptcy provisions”); (viviii) failure by the Issuer, Wind Company or any Significant Subsidiary or group of Wind’s other Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$35.0 million (net of any amounts insured by insurance companies with ratings in the two highest ratings categories given by A.M. Best), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment(the “judgment default provision”); or (viiix) except any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as permitted by of the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases for any reason to be in full force and effect, effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf group of any Guarantor, Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee; . However, a default under clauses (viiiiv) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; and (ixv) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would will not constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clause clauses (ixiv) or and (xv) hereof after receipt of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or such notice. If any other an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes Securities to be due and payable immediatelypayable. Upon any such declarationIf an Event of Default described in (vii) hereof occurs and is continuing, the Notes shall principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Securities may direct the Trustee may, on behalf in its exercise of the Holders any trust or power. The Trustee may withhold from Securityholders notice of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the in payment of principal, principal or interest, premium or Additional Amounts () if any)it determines that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Under the Indenture, Events of Default” under the Indenture: Default include (i1) default by the Company in any payment of interest or additional interest (as required by the registration rights agreement) on any Note when due, continued for 30 days days; (2) default by the Company in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notesany Note when due at its Stated Maturity, upon optional redemption, upon declaration of acceleration or otherwise; (iii3) the failure by Holdings, the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary Guarantor to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by its covenants under the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Indenture for 60 days after written notice from the Trustee or the holders of 25% or more in aggregate principal amount of the outstanding Notes (other than those referred to in (1) or (2) above); (4) the Issuer failure of Holdings, the Company or any of their Subsidiaries (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note, guarantee or other similar instruments, on the scheduled or original date due; (b) to pay interest on any such indebtedness beyond any provided grace period; or (c) to observe or perform any agreement or condition relating to such indebtedness, that has caused such indebtedness to become due prior to its stated maturity and Wind by such acceleration has not been cured within 15 days after notice of acceleration; provided, however, that an event described in subclause (a), (b) or (c) above shall not constitute an Event of Default unless, at such time, one or more events of the type described in subclauses (a), (b) or (c) shall have occurred or be continuing with respect to indebtedness in an amount exceeding $20,000,000; or (5) certain events of bankruptcy, insolvency or reorganization of Holdings, the Company or any Significant Subsidiary (the “bankruptcy events”). However, a default under clause (3) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding voting notify the Company or the Guarantor, as a single class to comply with any the case may be, of the agreements in default and the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived); (vi) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, Company or any Guarantor, or any Person acting on behalf of any Guarantoras the case may be, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or does not cure such default within the meaning time specified in clause (3) hereof after receipt of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive dayssuch notice. In the case of If an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is other than a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default bankruptcy event occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes by written notice to the Company to be due and payable immediately. Upon any such declarationIf an Event of Default in connection with a bankruptcy event occurs and is continuing, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amountspremium, if any, and all accrued and unpaid interest shall be immediately due and payable without any action or other act on the part of the Trustee or the Holders. Noteholders may not enforce the Indenture or the Notes (including except as provided in connection with an offer the Indenture. The Trustee may refuse to purchase); providedenforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration direct the Trustee in its exercise of any trust or waive an existing Default or Event power. The Trustee may withhold from Noteholders notice of Default and its consequences, except a any continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the in payment of principal, principal or interest, premium or Additional Amounts () if any)it determines that withholding notice is in their interest.

Defaults and Remedies. The following events constitute “Events of Default” under the IndentureDefault include: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the NotesNotes when due at Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.015.01 of the Twenty-First Supplemental Indenture; (iv) failure by the Issuer, Wind or any Company for 180 days after notice to comply with Section 4.03 of Wind’s other Restricted Subsidiaries the Twenty-First Supplemental Indenture; (v) failure by the Company for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Twenty-First Supplemental Indenture (other than those described in clauses (i)including Sections 3.09, (ii) 4.10 and (iii) above4.15 of the Twenty-First Supplemental Indenture), the Notes, the Note Guarantee, the Priority Agreement Base Indenture (or any additional intercreditor agreement or priority agreement entered into pursuant as it relates to the terms of the Priority Agreement Notes) or the Indenture) or any Security DocumentNotes; (vvi) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the date of the IndentureIssue Date, if that such default (Ia) is caused by the a failure to pay principal of of, or premium or interest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (IIb) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not accelerated, aggregates in excess of $20.0 million, provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, cured or waived) aggregates €25.0 million such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or more at the occurrence of such acceleration, as the case may be, such Event of Default and any time outstanding (and not consequential acceleration of the Notes shall be automatically rescinded, cured so long as such rescission does not conflict with any judgment or waived)decree; (vivii) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million$20.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viiviii) except as permitted by the Indenture, any Note Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; Subsidiary Guarantee (viii) breach other than, in any such case, by the Issuer, Wind or any reason of Wind’s other Restricted Subsidiaries release of any material representation or warranty or agreement a Guarantor in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability accordance with Section 9.05 of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reasonTwenty-First Supplemental Indenture); and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the IssuerCompany, Wind or Finance Corp., any of Windthe Company’s other Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of Wind the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind Company as specified in Section 6.01(a)(ix) or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all 6.01(a)(x) of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Twenty-First Supplemental Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Upon any Notwithstanding the preceding, in the case of an Event of Default arising from such declarationevents of bankruptcy, insolvency or reorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Twenty-First Supplemental Indenture, all outstanding Notes shall will become due and payable immediatelywithout further action or notice. Holders may not enforce the Twenty-First Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes except as provided in the Twenty-First Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunder, under the Twenty-First Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of the principal of, of or premium or interest and premium and Additional Amounts, if any, on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Twenty-First Supplemental Indenture and the Base Indenture (as it relates to the Notes), and, so long as any Notes (including in connection with an offer to purchase); providedare outstanding, however, that the Holders Issuers are required upon certain Officers becoming aware of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The Each of the following events constitute “Events is an Event of Default” Default under the Indenture: (i1) default for 30 days in the payment when due of interest on, or any Additional Amounts on or Interest with respect to to, the Notes; (ii2) default in payment when due (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (iii3) failure by the Issuer, Wind Issuer or any of Wind’s other its Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) Sections 4.09 or Section 5.014.10 or Article 5 of the Indenture; (iv4) failure by the Issuer, Wind Issuer or any of Wind’s other its Restricted Subsidiaries for 30 days after notice to comply with Sections 4.12 and 4.18; (5) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements or covenants in the Indenture (other than those described or in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v6) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Issuer or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Issuer or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default (IA) is caused by the a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) "PAYMENT DEFAULT"); or (IIB) results in the acceleration of such Indebtedness prior to its Stated Maturity and, express maturity; and in each such case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $20.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi7) failure by the Issuer, Wind Issuer or any of Wind’s other its Restricted Subsidiaries to pay final judgments for (to the payment of cash or other assets or properties, or the assumption of liabilities, entered extent not fully covered by a court or courts of competent jurisdiction insurance) aggregating in excess of €25.0 $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) 8) except as permitted by the Indenture, any Note Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee; Subsidiary Guarantee or (viii9) breach by the Issuer, Wind certain events of bankruptcy or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement insolvency described in the Security Documents, Indenture with respect to the repudiation by Wind Issuer or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable immediatelywithout further action or notice. Holders of may not less than a majority in aggregate principal amount of enforce the then outstanding Indenture or the Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default as provided in the payment of the principal ofIndenture. Subject to certain limitations, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteepower. However, the The Trustee may refuse to follow withhold from Holders notice of any direction that conflicts with law continuing Default or the Indenture or that the Trustee determines may be unduly prejudicial to the rights Event of other Holders of Notes or that may involve the Trustee in personal liability, Default (except a Default or Event of Default relating to the payment of principal, interest, premium principal or interest or Additional Amounts (Interest) if any)it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Each of the following events constitute “Events constitutes an Event of Default” under the Indenture: (i) default for 30 days in the payment when due of interest or any Additional Amounts Liquidated Damages, if any, on or with respect to the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on the Notes; (iii) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company to comply with Section the provisions described under Sections 4.10, Section 4.15, Section 4.24(b) 4.15 or Section 5.015.01 of the Indenture; (iv) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Company for 60 days after notice to the Issuer and Wind by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to comply with any of the its other covenants, agreements or warranties in the Indenture (other than those described in clauses (i), (ii) and (iii) above)Indenture, the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement Notes or the Indenture) or any Security DocumentDocuments; (v) default under any mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that which default (I) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its Stated Maturity express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €25.0 $10.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vi) failure by the Issuer, Wind Company or any of Wind’s other its Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction money damages aggregating in excess of €25.0 $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (vii) except as permitted by the Indenture, any Note Significant Subsidiary Guarantee is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect (except by its terms) or any Guarantor, or any Person acting on behalf of any Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Significant Subsidiary Guarantee, in each case if such default continues for a period of ten days after notice to the Company from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations than as permitted under the Security Documents or the unenforceability terms of the Indenture, any of the Security Documents against ceases to be in full force and effect, or any of the Parentother Security Documents cease to give the Trustee the Security Interests, Wind rights, powers and privileges purported to be created thereby, or any Security Document is declared null and void, or the Company or any Significant Subsidiary Guarantor shall deny or disaffirm any of its obligations under any Security Document or any Collateral becomes subject to any Lien other than Permitted Liens; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries for Significant Subsidiaries. If any reason; Event of Default (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of than an Event of Default specified in under clause (ix) or (x) of Section 6.01 of the Indenture, preceding paragraph with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in clause (ix) of the preceding paragraph, with respect to the Company, any such declarationSignificant Subsidiary or any group of Subsidiaries that, the taken together, would constitute a Significant Subsidiary, all outstanding Notes shall ipso facto become due and payable immediately. without further action or notice on the part of the Trus- At any time after a declaration of acceleration with respect to the Notes, the Holders of not less than a majority in aggregate principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, interest or Liquidated Damages, if any, that has become due solely because of the acceleration, (iii) if, to the extent the payment of such interest is lawful, interest on overdue installments of interest and Liquidated Damages, if any, and overdue principal at a rate equal to the rate borne by the Notes, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) if, in the event of the cure or waiver of an Event of Default of the type described in clauses (ix) and (x) of Section 6.01 of the Indenture, the Trustee shall have received an Officer's Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If any Event of Default exists solely by reason of any acceleration of Indebtedness under clause (v) of Section 6.01 of the Indenture, and such acceleration is rescinded by the holders of Indebtedness affected thereby prior to the time the Obligations under the Notes have been accelerated, such Event of Default shall cease to exist. Subject to the second paragraph of Section 6.02 of the Indenture, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive an any existing Default or Event of Default and its consequences hereunderunder the Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection or a default with an offer respect to purchase); provided, however, that any covenant or provision which cannot be modified or amended without the Holders of a majority in aggregate principal amount consent of the then Holder of each outstanding Notes may rescind an acceleration or waive an existing Note affected. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default and its consequencesDefault, except to deliver to the Trustee a continuing statement specifying such Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any)Default.

Defaults and Remedies. The Each of the following events constitute “Events is an Event of Default” Default under the Indenture: (ia) default for 30 days in the payment when due of interest or any on, including Additional Amounts on Amounts, if any, or with respect to to, the Notes; (iib) default in payment payment, when due (at maturityStated Maturity, upon redemption acceleration, redemption, required repurchase or otherwise) , of the principal of, or premium, if any, on the Notes; (iiic) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary to comply with the provisions of Section 4.09, 4.10, Section 4.154.12, Section 4.24(b) 4.18 or Section 5.015.01 of the Indenture; (ivd) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary for 60 30 days after written notice thereof has been given to the Issuer and Wind Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other covenants or agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (ve) default under any hypothec, mortgage, indenture or instrument under which there is may be issued or by which there is may be secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries (Subsidiary, or the payment of which is guaranteed by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries)Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that default default: (Ii) is caused by the a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) ); or (IIii) results in the acceleration of such Indebtedness prior to its Stated Maturity Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (and not rescindedaccelerated, cured or waived) aggregates €US$25.0 million or more at any time outstanding (and not rescinded, cured or waived)more; (vif) failure by the Issuer, Wind Company or any of Wind’s other Restricted Subsidiaries Subsidiary to pay final final, non-appealable judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €US$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgmentdays; (viig) except as permitted by the Indenture, any Note Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of Restricted Subsidiaries of Wind that, when taken together, would constitute a Significant Subsidiary pursuant cease, to or within be in full force and effect (other than in accordance with the meaning terms of Bankruptcy Law (Iany such Subsidiary Guarantee) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries Subsidiary Guarantor that is a Significant Subsidiary denies or any disaffirms its obligations under its Subsidiary Guarantee, or a group of Restricted Subsidiaries of Wind Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary in an involuntary casedeny or disaffirm their obligations under their respective Subsidiary Guarantees; and (h) certain events of bankruptcy, (II) appoints a custodian of insolvency or reorganization affecting the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. Upon any such declarationNotwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable immediatelywithout further action or notice. Holders of may not less than a majority enforce the Indenture or the Notes except as provided in aggregate principal amount of the then outstanding Notes by written notice Indenture. Subject to the Trustee maycertain limitations, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteepower. However, the The Trustee may refuse to follow withhold from Holders notice of any direction that conflicts with law continuing Default or the Indenture or that the Trustee determines may be unduly prejudicial to the rights Event of other Holders of Notes or that may involve the Trustee in personal liability, Default (except a Default or Event of Default relating to the payment of principal, interestpremium, premium if any, or interest or Additional Amounts (Amounts, if any)) if it determines in good faith that withholding notice is in the interests of the Holders. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest or Additional Amounts, if any. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.