Common use of Activities Prior to the Escrow Release Date Clause in Contracts

Activities Prior to the Escrow Release Date. (a) Prior to the Escrow Release Date, the primary activities of the Escrow Issuer shall be restricted to issuing the Notes, issuing Capital Stock to, and receiving capital contributions from, a direct or indirect parent entity, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement and redeeming the Notes, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described in this Section 4.18(a). Prior to the Escrow Release Date, the Escrow Issuer shall not own, hold or otherwise have any interest in any assets other than the Escrow Account and cash and Cash Equivalents, as well as its rights under the Escrow Agreement and this Indenture. (b) Prior to the Escrow Release Date, the Escrow Issuer shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any Restricted Payment, Incurring any Indebtedness, Incurring any Liens except in favor of the holders of the Notes, entering into any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates) except in the ordinary course of the primary activities described in Section 4.18(a) or as necessary or advisable (as determined by the Escrow Issuer) to effectuate the Transactions. (c) Prior to the Escrow Release Date the Escrow Issuer shall comply with its obligations under the Escrow Agreement. (d) Following the Release, all restrictive covenants of this Indenture will be deemed to have been applicable to the Company and its Restricted Subsidiaries beginning on the Issue Date and, to the extent that the Company and its Restricted Subsidiaries took any action or inaction after the Issue Date and prior to the Release that is prohibited by this Indenture, the Issuers will be in Default on such date. For the avoidance of doubt, consummation of the Acquisition on the Escrow Release Date shall be permitted under this Indenture.

Activities Prior to the Escrow Release Date. (a) Prior to the Escrow Release Date, the primary activities of the Escrow Issuer shall be restricted to issuing the Notes, converting the proceeds to U.S. dollars, issuing Capital Stock capital stock to, and receiving capital contributions from, a direct or indirect parent entity, performing its obligations in respect of the Notes under this Indenture and Indenture, the Escrow Agreement and Agreement, redeeming the Notes, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described in this Section 4.18(a4.21(a). Prior to the Escrow Release Date, the Escrow Issuer shall will not own, hold or otherwise have any interest in any assets other than the Escrow Account and cash and Cash Equivalents, as well as its rights under the Escrow Agreement Agreement, any swap agreements with respect to the proceeds of the Notes and this Indentureany commitment letters with its direct or indirect parent entity. (b) Prior to the Escrow Release Date, the Escrow Issuer shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any Restricted Paymentrestricted payment, Incurring any IndebtednessDebt (other than the Notes), Incurring incurring any Liens except in favor of to secure the holders of the NotesNotes or with respect to any escrow arrangements thereto, entering into any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its AffiliatesAffiliates other than any commitment letters with its direct or indirect parent entity) except in the ordinary course of the primary activities described in this Section 4.18(a) 4.21 or as necessary or advisable (as determined by the Escrow Issuer) to effectuate the Transactions. (c) Prior to On and following the Escrow Release Date the Escrow Issuer shall comply with its obligations under the Escrow Agreement. (d) Following the ReleaseDate, all restrictive covenants of set forth in this Indenture and the Notes will be deemed to have been applicable to the Company and its Restricted Subsidiaries beginning on (but only at such time as such entities are Restricted Subsidiaries) as if in effect throughout the period from the Issue Date andthrough the Escrow Release Date. Each Person, if any, that is not intended to the extent that be a Restricted Subsidiary of the Company following the Escrow Release Date will be automatically designated an Unrestricted Subsidiary when it becomes a Subsidiary of the Company, and its such designation will not be treated as a Restricted Payment. Such Unrestricted Subsidiaries took any action or inaction after the Issue Date and prior will not be party to the Release that is prohibited by this Indenture, will not Guarantee the Issuers Notes and will not be subject to the covenants in Default on such datethis Indenture or the Notes. For the avoidance of doubt, consummation (i) all restrictive covenants set forth in this Indenture and the Notes will not be applicable to each of the Transferred Entities (as defined in the Acquisition Agreement) prior to becoming a Restricted Subsidiary of the Company on the Escrow Release Date shall and (ii) if the Escrow Release Date does not occur, the covenants of this Indenture and the Notes will not be permitted under this Indentureconsidered applicable to the Company or its Restricted Subsidiaries notwithstanding anything herein to the contrary.

Activities Prior to the Escrow Release Date. (a) Prior to the Escrow Release DateRelease, the Initial Issuer’s primary activities of the Escrow Issuer shall will be restricted to (i) issuing the Notes, issuing Capital Stock to, and receiving capital contributions from, a direct or indirect parent entity, (ii) performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement Agreement, (iii) consummating the Escrow Release and the Initial Issuer Merger, (iv) redeeming the NotesNotes pursuant to Section 5.9, if applicable, and (v) conducting such other activities as are necessary or appropriate to carry out the activities described in this Section 4.18(a3.20(a). Prior to the Escrow Release Date, the Escrow Issuer shall will not own, hold or otherwise have any interest in any assets other than the Escrow Account Account, the Escrow Property and cash and Cash Equivalents, as well as its rights under the Escrow Agreement this Indenture and this Indenturerelated agreements. (b) Prior to the Escrow Release DateRelease, the Escrow Initial Issuer shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making i) make any Restricted Payment, Incurring except Investments deemed to exist by virtue of the Escrow Agreement, (ii) Incur any IndebtednessIndebtedness except (A) the Notes and (B) Indebtedness that is not secured by a Lien on any assets, Incurring property or Capital Stock owned by the Issuer, the proceeds of which Indebtedness are used solely for deposit (or the purchase of Treasury securities to be deposited) with the Escrow Agent in an amount not to exceed the amount necessary, together with net proceeds of the issuance of the Notes, to enable the Company to make deposits of funds sufficient to pay interest with respect to the Notes up to, but not including, the latest possible Special Mandatory Redemption Date based on the Escrow Termination Date, (iii) Incur any Liens except in favor of the holders Trustee for the benefit of the Holders of the Notes, entering (iv) enter into any merger, consolidation or sale of all all, or substantially all all, of its assets assets, except for the Initial Issuer Merger, (v) make any Asset Disposition, except the release of the Escrow Property in accordance with the terms of the Escrow Agreement or engaging (vi) engage in any transaction with its Affiliates, except, in the case of each of the foregoing under this clause (b), (A) except to the extent permitted by and made in accordance with the second sentence of Section 3.20(a) or (B) in the ordinary course of the primary activities described in Section 4.18(a) business or as necessary or advisable (as determined by the Escrow Issuer) to in connection with, or to, effectuate the Transactions substantially in accordance with the description of the Transactions set forth in the Offering Memorandum, together with such amendments, modifications and waivers to such activities, transactions and agreements that are not, in the aggregate, materially adverse to the Company (after giving effect to the Transactions), taken as a whole, or to the Holders. (c) Prior to the Escrow Release Date the Escrow Issuer shall comply with its obligations under the Escrow Agreement. (d) Following the Release, all restrictive covenants of this Indenture will be deemed to have been applicable to the Company and its Restricted Subsidiaries beginning on the Issue Date and, to the extent that the Company and its Restricted Subsidiaries took any action or inaction after the Issue Date and prior to the Release that is prohibited by this Indenture, the Issuers will be in Default on such date. For the avoidance of doubt, prior to the Acquisition Effective Date, the Company and its Subsidiaries (except the Initial Issuer (other than to the extent the applicable provision is expressly stated to apply from and after the Acquisition Effective Date)) shall not be subject to this Article III and Article IV of this Indenture. (d) For the avoidance of doubt, neither Article III nor Article IV of this Indenture shall prohibit the consummation of the Acquisition on or the Escrow Release Date shall be permitted under this Indentureother Transactions.

Activities Prior to the Escrow Release Date. (a) Prior to the Escrow Release Date, the Escrow Issuer’s primary activities of the Escrow Issuer shall will be restricted to issuing the Notes, issuing Capital Stock capital stock to, and receiving capital contributions from, a from direct or and indirect parent entitycompanies of the Escrow Issuer, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement and Agreement, participating in the Escrow Merger, the release of funds from escrow, redeeming the Notes, if applicable, and conducting such other activities as are necessary necessary, advisable or appropriate to carry out the activities described in this Section 4.18(a)above or related to the Transactions. Prior to the Escrow Release Date, the Escrow Issuer shall will not own, hold or otherwise have any interest in any assets other than the Escrow Account Agreement and the Escrow Account, cash and Cash Equivalents, as well as its rights under the Escrow Agreement Notes and this Indenture. (b) Prior to the Escrow Release Date, the Escrow Issuer shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any Restricted Payment, Incurring incurring any Indebtedness, Incurring incurring any Liens except in favor of the holders of the Notes, entering into any mergermerger (other than with respect to the Escrow Merger), consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates) except in the ordinary course of the primary activities described in Section 4.18(a) business or as necessary necessary, advisable or advisable (as determined by the Escrow Issuer) appropriate to effectuate the Transactionstransactions contemplated above, together with such amendments, modifications and waivers that are not, individually or in the aggregate, materially adverse to the holders of the Notes. (c) Prior to the Escrow Release Date the Escrow Issuer shall comply with its obligations under the Escrow Agreement. (d) Following the ReleaseDate, all restrictive covenants neither CommScope nor any of this Indenture will be deemed to have been applicable to the Company and its Restricted Subsidiaries beginning on (including the Issue Date andEscrow Issuer) will be subject to this Indenture or any of the covenants contained in Article III of this Indenture; however, to the extent that the Company and any activity engaged in or transaction or agreement entered into by CommScope or any of its Restricted Subsidiaries took any action or inaction after during the period from and including the Issue Date and prior to the Release that is prohibited by this Indenture, the Issuers will be in Default on such date. For the avoidance of doubt, consummation of the Acquisition ending on the Escrow Release Date (the “Escrow Period”) that would have been subject to the covenants contained in Article III of this Indenture shall be permitted deemed to have occurred on the Issue Date as if all such covenants had been applicable to CommScope and its Restricted Subsidiaries since the Issue Date and throughout the Escrow Period and shall be classified as having been made or incurred or entered into pursuant to any relevant provision of such covenants; provided that the calculations made under this IndentureIndenture shall be made as if the covenants had been in effect since the Issue Date and throughout the Escrow Period.

Activities Prior to the Escrow Release Date. (a) Prior to the Escrow Release Date, the primary activities of the Escrow Issuer shall be restricted to issuing the Notes, incurring Debt under the New Credit Agreement, issuing Capital Stock capital stock to, and receiving capital contributions from, a direct or indirect parent entity, performing its obligations in respect of the Notes under this Indenture and Indenture, the Escrow Agreement, the New Credit Agreement and any escrow arrangement thereto, redeeming the Notes, the repayment of obligations under the New Credit Agreement, if applicable, and the repayment of any Debt outstanding under the Existing Credit Agreement, and conducting such other activities as are necessary or appropriate to carry out the activities described in this Section 4.18(a4.20(a). . (b) Prior to the Escrow Release Date, the Escrow Issuer shall will not own, hold or otherwise have any interest in any assets other than the Escrow Account and cash and Cash Equivalents, as well as its rights under the Escrow Agreement Agreement, this Indenture and this Indenture. (b) the New Credit Agreement, any applicable escrow arrangements and all related escrow accounts thereto. Prior to the Escrow Release Date, the Escrow Issuer shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any Restricted Paymentrestricted payment, Incurring any IndebtednessDebt (other than the Notes and the New Credit Agreement), Incurring incurring any Liens Liens, except in favor of the holders of to secure the Notes, the New Credit Agreement or any escrow arrangements with respect thereto, entering into any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates, other than the merger with the Company) except in the ordinary course of the primary activities described in this Section 4.18(a) 4.20 or as necessary or advisable (as determined by the Escrow Issuer) to effectuate the Transactions. (c) Prior to On and following the Escrow Release Date the Escrow Issuer shall comply with its obligations under the Escrow Agreement. (d) Following the ReleaseDate, all restrictive covenants of set forth in this Indenture and the Notes will be deemed to have been applicable to the Company and its Restricted Subsidiaries beginning on (but only at such time as such entities are Restricted Subsidiaries) as if in effect throughout the period from the Issue Date andthrough the Escrow Release Date. Each Person, if any, that is not intended to the extent that be a Restricted Subsidiary of the Company following the Escrow Release Date will be automatically designated an Unrestricted Subsidiary when it becomes a Subsidiary of the Company, and its such designation will not be treated as a Restricted Payment. Such Unrestricted Subsidiaries took any action or inaction after the Issue Date and prior will not be party to the Release that is prohibited by this Indenture, will not Guarantee the Issuers Notes and will not be subject to the covenants in Default on such datethis Indenture or the Notes. For the avoidance of doubt, consummation (i) all restrictive covenants set forth in this Indenture and the Notes will not be applicable to each of the Transferred Entities (as defined in the Acquisition Agreement) prior to becoming a Restricted Subsidiary of the Company on the Escrow Release Date shall and (ii) if the Escrow Release Date does not occur, the covenants of this Indenture and the Notes will not be permitted under this Indentureconsidered applicable to the Company or its Restricted Subsidiaries notwithstanding anything herein to the contrary.