Common use of Underwritten Clause in Contracts

Underwritten. “Shelf” Take-Downs. Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to WIND (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then WIND shall use reasonable best efforts to amend or supplement the “shelf” Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e)). In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND within two (2) Business Days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2(b).

Underwritten. “Shelf” Take-Downs. Subject to Section 2(d), at Registrations -------------------------- (a) If any time that of the Transfer Restricted Securities covered by any “shelf” Shelf Registration Statement is effectiveare to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and reasonably acceptable to the Issuers. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder, unless such Holder (i) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any customary underwriting arrangements entered into in connection therewith and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (b) Each Holder of Transfer Restricted Securities agrees, if any holder or group of holders of Registrable Securities delivers requested (pursuant to a notice to WIND (a “Take-Down Notice”timely written notice) stating that it intends to effect by the managing underwriters in an underwritten offering or placement agent in a private offering of the Company's debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuers and the Guarantors agree without the written consent of the managing underwriters in an underwritten offering of Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect any public or private sale or distribution of all their respective debt securities, including a sale pursuant to Regulation D or part Rule 144A under the Securities Act, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the Registrable Securities included each underwritten offering made pursuant to such Registration Statement; provided, however, that such period shall be -------- ------- extended by it on such “shelf” Registration Statement (a “Shelf Offering”) and stating the number of days from and including the Registrable date of the giving of any notice pursuant to Section 5(c)(v) or 5(c)(vi) hereof to and including the date when each seller of Transfer Restricted Securities to be included in the Shelf Offering, then WIND shall use reasonable best efforts to amend or supplement the “shelf” covered by such Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to shall have received the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e)). In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND within two (2) Business Days after delivery copies of the Take-Down Notice to such holdersupplemented or amended Prospectus contemplated by Section 5(j) hereof and provided further, and in the event that the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in no such offering is restriction shall apply to more than one such as to adversely affect the success of such -------- ------- underwritten offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2(b)per twelve-month period.

Underwritten. “Shelf” Take-Downs. Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to WIND HII (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then WIND HII shall use reasonable best efforts to amend or supplement the “shelf” Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e2(e)). In connection with any Shelf Offering: (i) WIND HII shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND HII within two (2) Business Days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2(b).