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

Activities Prior to the Escrow Release. Prior to the Escrow Release Date, Finance Co.’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributions, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under the Share Purchase Agreement, if any, consummating the Transactions and the Escrow Release, redeeming the Notes pursuant to Section 5.9, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Share Purchase Agreement, if any. Prior to the Escrow Release Date, Finance Co. will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Share Purchase Agreement, if any. For the avoidance of doubt, (a) prior to the Escrow Release Date, the Company and its Subsidiaries (other than Finance Co.) and Eden and its Subsidiaries, shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenture and (b) the closing of the Eden Acquisition on substantially the terms set forth in the Share Purchase Agreement as in effect on the Issue Date or as the Share Purchase Agreement may be amended (provided that the terms of the Share Purchase Agreement shall not have been amended, modified, consented to or waived and the Share Purchase Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration for, the Eden Acquisition is not materially adverse to the interests of the Holders of the Notes)), and the consummation of the Transactions (on substantially the terms described in the Offering Memorandum) shall not be prohibited by Article III of this Indenture.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Acquisition Closing Date, Finance Co.the Escrow Issuer’s primary activities will be restricted to issuing the NotesNotes and engaging in other financing activities related to the Acquisition, issuing capital stock Capital Stock to, and receiving capital contributionscontributions from, direct and indirect parent companies of the Escrow Issuer, performing its obligations in respect of the Notes under this Indenture Indenture, the Escrow Agreement and the Keepwell Agreement, consummating the Escrow Merger and the Escrow Agreement, performing its obligations under the Share Purchase Agreement, if any, consummating the Transactions Release and the Escrow Release, redeeming the Notes pursuant to Section 5.9Notes, if applicable, and conducting such other activities (including financing activities) as are necessary necessary, advisable or appropriate to carry out the activities described above and in or related to the Share Purchase Agreement, if anyTransactions. Prior to the Escrow Release Acquisition Closing Date, Finance Co. the Escrow Issuer will not own, hold or otherwise have any interest in any material assets other than the Unsecured Notes Escrow AccountAccount and the escrow accounts holding the proceeds of the New Secured Notes, Eligible Escrow Investments, cash and Cash Equivalents and its rights under the Share Purchase Agreementdocumentation relating to the Transactions, if any. For including this Indenture, the avoidance Notes and other financing related documents. (b) Prior to the Acquisition Closing Date, the Escrow Issuer shall not engage in any activity or enter into any transaction or agreement (including, without limitation, making any Restricted Payment, incurring any Indebtedness (except the Notes and the New Secured Notes), incurring any Liens (except in favor of doubtthe Escrow Agent, Trustee and/or the Holders and the holders of the New Secured Notes), entering into any merger (aother than the Escrow Merger), consolidation, Division or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates) prior except in the ordinary course of business or as necessary, advisable or appropriate to effectuate the Transactions (including the Acquisition, the Preferred Equity, the Escrow Release and the initial borrowings under the Senior Credit Agreements) and the transactions relating thereto. (c) Prior to the Acquisition Closing Date, the Company and its none of CommScope, ARRIS or any of their Subsidiaries (other than Finance Co.the Escrow Issuer) will be parties to this Indenture and Eden and its Subsidiarieswill not be controlled by the Issuer; accordingly, shall not prior to the Acquisition Closing Date, none of CommScope, ARRIS or any of their Subsidiaries (other than the Escrow Issuer) will be subject to any of the restrictions, agreements or covenants set forth in this Indenture or otherwise obligated under this Indenture and (b) the closing of the Eden Acquisition on substantially the terms set forth in the Share Purchase Agreement as in effect on the Issue Date or as the Share Purchase Agreement may be amended (provided that the terms of the Share Purchase Agreement shall not have been amended, modified, consented to or waived and the Share Purchase Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration for, the Eden Acquisition is not materially adverse to the interests of the Holders of the Notes)), and the consummation of the Transactions (on substantially the terms described in the Offering Memorandum) shall not be prohibited by Article III of this Indenture.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release DateMerger, Finance Co.’s primary the activities will of the Escrow Issuer shall be restricted to issuing the Notes, issuing capital stock and receiving capital contributionsSecurities, performing its obligations in respect of the Notes Securities under this Indenture Indenture, the Purchase Agreement and the Escrow Agreement, performing its obligations under instructing the Share Purchase Escrow Agent with respect to the investment of the Escrowed Property in accordance with the terms of the Escrow Agreement, if any, consummating the Transactions and the Escrow ReleaseMerger, redeeming the Notes pursuant to Section 5.9Securities on the Special Mandatory Redemption Date, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Share Purchase Agreement, if anyforegoing activities. Prior to the The Escrow Release Date, Finance Co. will Issuer shall not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Share Purchase Agreement, if any. For the avoidance of doubt, Escrowed Property. (ab) prior Prior to the Escrow Release Merger, the Escrow Issuer shall not engage in any business operations or other activities, including incurring Indebtedness, making Table of Contents Restricted Payments, consummating Asset Dispositions, entering into Affiliate Transactions or incurring or permitting to exist any Lien on any of its properties, other than those contemplated in Section 4.14(a). (c) To the extent the Company or any Restricted Subsidiary of the Company has incurred Indebtedness, made any Restricted Payments, consummated any Asset Disposition, entered into any Affiliate Transactions, incurred or permitted to exist any Lien on any of its properties or otherwise taken any action or engaged in any activities during the period beginning on the Issue Date and ending on the Assumption Date, such actions and activities shall be treated and classified hereunder as if this Indenture and the covenants set forth herein had applied to the Company and its Restricted Subsidiaries (other than Finance Co.) and Eden and its Subsidiariesduring such period, shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenture and (b) the closing of the Eden Acquisition on substantially the terms set forth in the Share Purchase Agreement as in effect on the Issue Date or as the Share Purchase Agreement may be amended (provided that the terms of the Share Purchase Agreement shall not have been amended, modified, consented to or waived and the Share Purchase Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendmentsany covenant herein which, consents or waivers that are not materially adverse to by its terms, is incapable of being complied with by the Issuer Company or any of its subsidiaries (after giving effect Restricted Subsidiaries prior to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration for, the Eden Acquisition is not materially adverse to the interests of the Holders of the Notes)), and the consummation of the Transactions (on substantially the terms described in the Offering Memorandum) shall not be prohibited by Article III of this IndentureAssumption Date.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Acquisition Closing Date, Finance Co.the Escrow Issuer’s primary activities will be restricted to issuing the NotesNotes and engaging in other financing activities related to the Acquisition, issuing capital stock Capital Stock to, and receiving capital contributionscontributions from, direct and indirect parent companies of the Escrow Issuer, performing its obligations in respect of the Notes under this Indenture Indenture, the Escrow Agreement and the Keepwell Agreement, consummating the Escrow Merger and the Escrow Agreement, performing its obligations under the Share Purchase Agreement, if any, consummating the Transactions Release and the Escrow Release, redeeming the Notes pursuant to Section 5.9Notes, if applicable, and conducting such other activities (including financing activities) as are necessary necessary, advisable or appropriate to carry out the activities described above and in or related to the Share Purchase Agreement, if anyTransactions. Prior to the Escrow Release Acquisition Closing Date, Finance Co. the Escrow Issuer will not own, hold or otherwise have any interest in any material assets other than the Secured Notes Escrow AccountAccounts and the escrow account holding the proceeds of the New Unsecured Notes, Eligible Escrow Investments, cash and Cash Equivalents and its rights under the Share Purchase Agreementdocumentation relating to the Transactions, if any. For including this Indenture, the avoidance Notes and other financing related documents. (b) Prior to the Acquisition Closing Date, the Escrow Issuer shall not engage in any activity or enter into any transaction or agreement (including, without limitation, making any Restricted Payment, incurring any Indebtedness (except the Notes and the New Secured Notes), incurring any Liens (except in favor of doubtthe Escrow Agent, Trustee and/or the Holders and the holders of the New Secured Notes), entering into any merger (aother than the Escrow Merger), consolidation, Division or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates) prior except in the ordinary course of business or as necessary, advisable or appropriate to effectuate the Transactions (including the Acquisition, the Preferred Equity, the Escrow Release and the initial borrowings under the Senior Credit Agreements) and the transactions relating thereto. (c) Prior to the Acquisition Closing Date, the Company and its none of CommScope, ARRIS or any of their Subsidiaries (other than Finance Co.the Escrow Issuer) will be parties to this Indenture and Eden and its Subsidiarieswill not be controlled by the Issuer; accordingly, shall not prior to the Acquisition Closing Date, none of CommScope, ARRIS or any of their Subsidiaries (other than the Escrow Issuer) will be subject to any of the restrictions, agreements or covenants set forth in this Indenture or otherwise obligated under this Indenture and (b) the closing of the Eden Acquisition on substantially the terms set forth in the Share Purchase Agreement as in effect on the Issue Date or as the Share Purchase Agreement may be amended (provided that the terms of the Share Purchase Agreement shall not have been amended, modified, consented to or waived and the Share Purchase Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration for, the Eden Acquisition is not materially adverse to the interests of the Holders of the Notes)), and the consummation of the Transactions (on substantially the terms described in the Offering Memorandum) shall not be prohibited by Article III of this Indenture.