Common use of Equity Collateral Clause in Contracts

Equity Collateral. (1) Except for sales or other transfers of ownership interests that are permitted under the Indenture and the Working Capital Agreement, the Obligors will cause the Equity Collateral to constitute at all times all ownership interests of any class or character of each Guarantor then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Indenture or any Transaction Document; provided that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Indenture or any such other instrument or agreement unless so required by law; and the Collateral Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request in writing for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2). NRG Northeast Security Agreement (3) Unless and until an Event of Default has occurred and is continuing, the Obligors shall be entitled to receive and retain any dividends on the Equity Collateral paid in cash or other property out of earned surplus. (4) If an Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Indenture, the Working Capital Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it in, or credited to, the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents required to effect this clause (4); provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of any of the Obligors (except to the extent theretofore applied to the Secured Obligations), be immediately returned by the Collateral Agent to such Obligors.

Equity Collateral. (1) Except for sales or other transfers of ownership interests that are permitted under the Indenture and the Working Capital Agreement, the Obligors will cause the Equity Collateral to constitute at all times all ownership interests of any class or character of each Guarantor then outstanding. (2i) So long as no Event of Default shall have occurred and be continuing, the Obligors each Securing Party shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Indenture other Loan Documents or any Transaction Document; other instrument or agreement referred to herein or therein, provided that the Obligors jointly and severally agree such Securing Party agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Indenture other Loan Documents or any such other instrument or agreement unless so required by lawagreement; and the Collateral Administrative Agent shall execute and deliver to the Obligors such Securing Party or cause to be executed and delivered to the Obligors such Securing Party all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors such Securing Party may reasonably request in writing for the purpose of enabling the Obligors such Securing Party to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 5.04(a)(25.04(a). NRG Northeast Security Agreement. (3ii) Unless and until an Event of Default has occurred and is continuing, the Obligors shall such Securing Party shall, subject to Article V, be entitled to receive and retain any dividends on dividends, distributions or proceeds in respect of the Equity Collateral paid in cash or other property out of earned surplusCollateral. (4iii) If an any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Indenture, the Working Capital Credit Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall shall, if requested by the Administrative Agent in writing, be paid directly to the Collateral Administrative Agent and retained by it in, or credited to, in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so request in writing, the Obligors jointly and severally agree each Securing Party agrees to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and documents required to effect this clause (4); that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Administrative Agent shall, upon request of any of the Obligors Securing Party (except to the extent theretofore applied to the Secured Obligations), be immediately returned by the Collateral Administrative Agent to such ObligorsSecuring Party.

Equity Collateral. (1) Except for sales or other transfers of ownership interests that are permitted under the Indenture and the Working Capital Agreement, the Obligors The Subsidiary Guarantors will cause the Equity Collateral to constitute at all times all 100% of the ownership interests of any class or character of each Guarantor Issuer then outstandingoutstanding (or, in the case of the ownership by New Haven Register, Inc. of the shares of The Hartford Times, Inc. ("HTI"), such percentage of the total number of shares of each class of capital stock of HTI owned as of the date hereof). (2) So long as no Event of Default shall have occurred and be continuing, the Obligors Subsidiary Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Indenture Credit Agreement, the Notes or any Transaction Document; other instrument or agreement referred to herein or therein, provided that the Obligors Subsidiary Guarantors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Indenture Credit Agreement, the Notes or any such other instrument or agreement unless so required by lawagreement; and the Collateral Agent shall execute and deliver to the Obligors Subsidiary Guarantors or cause to be executed and delivered to the Obligors Subsidiary Guarantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors Subsidiary Guarantors may reasonably request in writing for the purpose of enabling the Obligors Subsidiary Guarantors to exercise the rights and powers that which they are entitled to exercise pursuant to this Section 5.04(a)(2). NRG Northeast Security Agreement. (3) Unless and until an Event of Default has occurred and is continuing, but subject to the Obligors provisions of Section 8.09 of the Credit Agreement which limit the right of each of the Borrower and its Subsidiaries to declare or make any Restricted Payment, the Subsidiary Guarantors shall be entitled to receive and retain any dividends on or distributions in respect of the Equity Collateral paid in cash or other property out of earned surplusCollateral. (4) If an any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the IndentureCredit Agreement, the Working Capital Agreement any other Credit Document or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it in, or credited to, in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Obligors Subsidiary Guarantors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents required to effect this clause (4); that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of any of the Obligors Subsidiary Guarantors (except to the extent theretofore applied to the Secured Obligations), ) be immediately returned by the Collateral Agent to such Obligorsthe Subsidiary Guarantors.

Equity Collateral. (1i) Except for sales or other transfers of ownership interests that are permitted under the Indenture and the Working Capital Agreement, the The Obligors will cause the Equity Collateral to constitute at all times all ownership interests 100% of any class or character the total number of shares of each Guarantor class of Capital Stock of each Issuer then outstandingoutstanding owned by them. (2ii) So long as no Event of Default shall have occurred and be continuingcontinuing and prior to the receipt of a notice from the Collateral Agent stating its intention to exercise its rights hereunder with respect to the Equity Collateral, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Indenture First Lien Documents and the Second Lien Documents or any Transaction Document; other instrument or agreement referred to herein or therein, provided that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Indenture First Lien Documents and the Second Lien Documents or any such other instrument or agreement unless so required by lawagreement; and the Collateral Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request in writing for the purpose of enabling the Obligors to exercise the rights and powers that which they are entitled to exercise pursuant to this Section 5.04(a)(24.04(a)(ii). NRG Northeast Security Agreement (3) Unless and until an Event of Default has occurred and is continuing, the Obligors shall be entitled to receive and retain any dividends on the Equity Collateral paid in cash or other property out of earned surplus. (4iii) If an So long as no Event of Default shall have occurredoccurred and be continuing, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Indenture, the Working Capital Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it in, or credited to, the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Obligors jointly and severally agree to promptly execute and deliver (or cause to be executed and delivered) to, and at the Collateral Agent appropriate additional dividendcost and expense of, distribution the Obligors, all proxies, dividend payment orders and other orders and documents required to effect this clause (4); provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of any of instruments as the Obligors may from time to time reasonably request for the purpose of enabling the Obligors to exercise the voting and other consensual rights which they are entitled to exercise pursuant to paragraph (except to the extent theretofore applied to the Secured Obligations), be immediately returned by the Collateral Agent to such Obligorsii) above.

Equity Collateral. (1) Except for sales or other transfers of ownership interests that are permitted under the Indenture and the Working Capital Agreement, the Obligors The Securing Parties will cause the Equity Collateral to constitute at all times all ownership interests 100% of any class or character the total number of shares of each Guarantor then outstandingclass of common and preferred stock of, or partnership or other ownership interest in, each Issuer. (2) So long as no Event of Default shall have occurred and be continuing, the Obligors Securing Parties shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Indenture Credit Agreement, the Notes or any Transaction Document; other instrument or agreement referred to herein or therein, provided that the Obligors Securing Parties jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Indenture Credit Agreement, the Notes or any such other instrument or agreement unless so required by lawagreement; and the Collateral Administrative Agent shall execute and deliver to the Obligors Securing Parties or cause to be executed and delivered to the Obligors Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors Securing Parties may reasonably request in writing for the purpose of enabling the Obligors Securing Parties to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2). NRG Northeast Security Agreement. (3) Unless and until an Event of Default has occurred and is continuing, the Obligors Securing Parties shall be entitled to receive and retain any dividends on the Equity Collateral paid in cash or other property out of earned surplus. (4) If an any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the IndentureCredit Agreement, the Working Capital Agreement Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in, or credited to, in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so request in writing, the Obligors Securing Parties jointly and severally agree to execute and deliver to the Collateral Administrative Agent 'appropriate additional dividend, distribution and other orders and documents required to effect this clause (4); that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Administrative Agent shall, upon request of any of the Obligors Securing Parties (except to the extent theretofore applied to the Secured Obligations), be immediately returned by the Collateral Administrative Agent to such Obligorsthe Securing Parties.

Equity Collateral. (1) Except for sales or other transfers of ownership interests that are permitted under the Indenture and the Working Capital Agreement, the Obligors The Borrower will cause the Equity Collateral to constitute at all times all 100% of the ownership interests of any class or character of each Guarantor Issuer then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Obligors Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Indenture Credit Agreement, the Notes or any Transaction Document; other instrument or agreement referred to herein or therein, provided that the Obligors jointly and severally agree Borrower agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Indenture Credit Agreement, the Notes or any such other instrument or agreement unless so required by lawagreement; and the Collateral Agent shall execute and deliver to the Obligors Borrower or cause to be executed and delivered to the Obligors Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors Borrower may reasonably request in writing for the purpose of enabling the Obligors Borrower to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 5.04(a)(2). NRG Northeast Security Agreement. (3) Unless and until an Event of Default has occurred and is continuing, but subject to the Obligors provisions of Section 8.09 of the Credit Agreement which limit the right of the Borrower and its Subsidiaries to declare or make any Restricted Payment, the Borrower shall be entitled to receive and retain any dividends on or distributions in respect of the Equity Collateral paid in cash or other property out of earned surplusCollateral. (4) If an any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the IndentureCredit Agreement, the Working Capital Agreement any other Credit Document or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it in, or credited to, in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Obligors jointly and severally agree Borrower agrees to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents required to effect this clause (4); that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of any of the Obligors Borrower (except to the extent theretofore applied to the Secured Obligations), ) be immediately returned by the Collateral Agent to such Obligorsthe Borrower.