Common use of Equity Collateral Clause in Contracts

Equity Collateral. (1) The Securing Parties will cause the Equity Collateral to constitute at all times 100% of the total number of shares of each class 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 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 Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the 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 Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Securing Parties or cause to be executed and delivered to the Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Securing Parties may reasonably request for the purpose of enabling the Securing Parties to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Securing Parties shall be entitled to receive and retain any dividends on the Equity Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any 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 Credit Agreement, the 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 Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Securing Parties jointly and severally agree to execute and deliver to the Administrative Agent 'appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Securing Parties (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Securing Parties.

Equity Collateral. (1) The Securing Parties 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 100% all ownership interests of the total number of shares any class or character of each class of common and preferred stock of, or partnership or other ownership interest in, each IssuerGuarantor then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Securing Parties 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 Credit Agreement, the Notes Indenture or any other instrument or agreement referred to herein or therein, Transaction Document; provided that the Securing Parties 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 Credit Agreement, the Notes Indenture or any such other instrument or agreementagreement unless so required by law; and the Administrative Collateral Agent shall execute and deliver to the Securing Parties Obligors or cause to be executed and delivered to the Securing Parties Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Securing Parties Obligors may reasonably request in writing for the purpose of enabling the Securing Parties 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 Securing Parties 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 any an Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Collateral Agent or any Lender 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 Credit AgreementIndenture, the Notes 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 Administrative Collateral Agent and retained by it in in, or credited to, the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Collateral Agent shall so request in writing, the Securing Parties Obligors jointly and severally agree to execute and deliver to the Administrative Collateral Agent 'appropriate additional dividend, distribution and other orders and documents required to that end, effect this clause (4); provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Collateral Agent shall, upon request of any of the Securing Parties Obligors (except to the extent theretofore applied to the Secured Obligations), be immediately returned by the Administrative Collateral Agent to the Securing Partiessuch Obligors.

Equity Collateral. (1) The Securing Parties Borrower will cause the Equity Collateral to constitute at all times 100% of the total number ownership interests of shares any class or character of each class of common and preferred stock of, or partnership or other ownership interest in, each IssuerIssuer then outstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Securing Parties 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 Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Securing Parties 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 Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Securing Parties Borrower or cause to be executed and delivered to the Securing Parties Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Securing Parties Borrower may reasonably request for the purpose of enabling the Securing Parties Borrower to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 5.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, but subject to the Securing Parties 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 out of earned surplusCollateral. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any 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 Credit Agreement, the Notes 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 Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Securing Parties jointly and severally agree Borrower agrees to execute and deliver to the Administrative Agent 'appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Securing Parties Borrower (except to the extent theretofore applied to the Secured Obligations), ) be returned by the Administrative Agent to the Securing PartiesBorrower.

Equity Collateral. (1) The Securing Parties Subsidiary Guarantors will cause the Equity Collateral to constitute at all times 100% of the ownership interests of any class or character of each Issuer then outstanding (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 common and preferred capital stock of, or partnership or other ownership interest in, each Issuerof HTI owned as of the date hereof). (2) So long as no Event of Default shall have occurred and be continuing, the Securing Parties 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 Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Securing Parties 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 Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Securing Parties Subsidiary Guarantors or cause to be executed and delivered to the Securing Parties Subsidiary Guarantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Securing Parties Subsidiary Guarantors may reasonably request for the purpose of enabling the Securing Parties Subsidiary Guarantors to exercise the rights and powers that which they are entitled to exercise pursuant to this Section 5.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, but subject to the Securing Parties 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 out of earned surplusCollateral. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any 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 Credit Agreement, the Notes 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 Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Securing Parties Subsidiary Guarantors jointly and severally agree to execute and deliver to the Administrative Agent 'appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Securing Parties Subsidiary Guarantors (except to the extent theretofore applied to the Secured Obligations), ) be returned by the Administrative Agent to the Securing PartiesSubsidiary Guarantors.

Equity Collateral. (1i) The Securing Parties Obligors will cause the Equity Collateral to constitute at all times 100% of the total number of shares of each class of common and preferred stock of, or partnership or other ownership interest in, Capital Stock of each IssuerIssuer then outstanding 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 Securing Parties 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 Credit Agreement, First Lien Documents and the Notes Second Lien Documents or any other instrument or agreement referred to herein or therein, provided that the Securing Parties 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 Credit Agreement, First Lien Documents and the Notes Second Lien Documents or any such other instrument or agreement; and the Administrative Collateral Agent shall execute and deliver to the Securing Parties Obligors or cause to be executed and delivered to the Securing Parties Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Securing Parties Obligors may reasonably request for the purpose of enabling the Securing Parties 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). (3iii) Unless and until an Event of Default has occurred and is continuing, the Securing Parties shall be entitled to receive and retain any dividends on the Equity Collateral paid in cash out of earned surplus. (4) If any So long as no Event of Default shall have occurred, then so long as such Event of Default shall continue, occurred and whether or not the Administrative Agent or any 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 Agreementbe continuing, the Credit Agreement, the 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 Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Securing Parties jointly and severally agree to promptly execute and deliver (or cause to be executed and delivered) to, and at the Administrative Agent 'appropriate additional dividendcost and expense of, distribution the Obligors, all proxies, dividend payment orders and other orders instruments as the Obligors may from time to time reasonably request for the purpose of enabling the Obligors to exercise the voting and documents other consensual rights which they are entitled to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid exercise pursuant to the Administrative Agent shall, upon request of the Securing Parties paragraph (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Securing Partiesii) above.

Equity Collateral. (1) The Securing Parties will cause the Equity Collateral to constitute at all times 100% of the total number of shares of each class of common and preferred stock of, or partnership or other ownership interest in, each Issuer. (2i) So long as no Event of Default shall have occurred and be continuing, the each Securing Parties 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 Credit Agreement, the Notes other Loan Documents or any other instrument or agreement referred to herein or therein, provided that the such Securing Parties jointly and severally agree Party agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes other Loan Documents or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the such Securing Parties Party or cause to be executed and delivered to the such Securing Parties Party all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the such Securing Parties Party may reasonably request for the purpose of enabling the such Securing Parties 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). (3ii) Unless and until an Event of Default has occurred and is continuing, the such Securing Parties shall 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 out of earned surplusCollateral. (4iii) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any 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 Credit Agreement, the Notes 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 Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the each Securing Parties jointly and severally agree Party agrees to execute and deliver to the Administrative Agent 'appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the any Securing Parties Party (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the such Securing PartiesParty.