EX-10.5



 Exhibit 10.5 
 TRADEMARK SECURITY AGREEMENT 
 This TRADEMARK SECURITY AGREEMENT (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively,
the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the
ABL Credit Agreement referred to below). 
 WHEREAS, that certain Revolving Credit and Guaranty Agreement, dated as of
January 14, 2011 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “ABL Credit Agreement”), was entered into by and among Cedar I Merger Sub, Inc.
(“MergerSub”), CommScope, Inc., a Delaware corporation (the “Parent Borrower”), the certain Subsidiaries of Parent Borrower identified therein as US Co-Borrowers (the “US
Co-Borrowers” and, together with Parent Borrower, the “US Borrowers”), the certain Subsidiaries of Parent Borrower identified therein as the US Subsidiary Guarantors (the “US Subsidiary
Guarantors”), CommScope EMEA Limited, a private limited company incorporated under the laws of Ireland (the “Irish Borrower”), Andrew AG, an Aktiengesellschaft organized under the laws of Switzerland (the
“Swiss Borrower”), Andrew Wireless Systems GmbH and Andrew GmbH, each a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (each, a “German Borrower” and
collectively, the “German Borrowers”), Andrew S.A.R.L., a société à responsabilité limitée organized under the laws of France and registered with the Versailles’ commercial
registry under number 309 458 941 (the “French Borrower” and, together with the Irish Borrower, the Swiss Borrowers and the German Borrowers, collectively, the “European Co-Borrowers”), Cedar I Holding
Company, Inc. (“Holdings”), as a Guarantor, certain Subsidiaries of Holdings, as Guarantors, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as US Administrative Agent (together with its permitted successors in such
capacity, the “US Administrative Agent”)and J.P. Morgan Europe Limited, as European Administrative Agent (together with its permitted successors in such capacity, the “European Administrative Agent”).
Terms defined in the ABL Credit Agreement and not otherwise defined herein are used herein as defined in the ABL Credit Agreement. 
 WHEREAS, as a condition precedent to the making of the Loans by the Lenders and the issuance of Letters of Credit by Issuing Banks under the ABL Credit Agreement, each Pledgor has executed and delivered
that certain Security Agreement dated January 14, 2011 made by the Pledgors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

 WHEREAS, under the terms of the Security Agreement, the Pledgors have granted to the Collateral Agent, for the ratable
benefit of the Secured Parties, a security interest in, among other property, certain trademarks of the Pledgors, and have agreed as a condition thereof to execute this Trademark Security Agreement for recording with the U.S. Patent and Trademark
Office and any other appropriate domestic governmental authorities. 







 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each Pledgor agrees as follows: 
 Grant of Security. Each Pledgor hereby grants to the
Collateral Agent for the ratable benefit of the Secured Parties a security interest in all of such Pledgor’s right, title and interest in and to the following (the “Collateral”): 

the trademark and service mark registrations and applications set forth in Schedule A hereto (provided that no security
interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use
trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”); 
 all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or
conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Pledgor accruing thereunder or pertaining thereto; 

any and all claims for damages and injunctive relief for past, present and future infringement, dilution,
misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 

any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with
respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. 

provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest
created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such
lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Pledgor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law,
provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition. 

Security for Obligations. The grant of a security interest in, the Collateral by each Pledgor under this Trademark Security
Agreement secures the payment of all Obligations of such Pledgor now or hereafter existing under or in respect of the Collateral Documents (as such Collateral Documents may be amended, amended and restated, supplemented, replaced, refinanced or
otherwise modified from time to time (including any increases of the principal amount outstanding thereunder)), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties,
fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Trademark Security Agreement secures, as to each Pledgor, the payment of all amounts








 
that constitute part of the Secured Obligations (as defined in the Security Agreement) that would be owed by such Pledgor to any Secured Party under the Collateral Documents but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy, or reorganization or similar proceeding involving a Credit Party. 
 Recordation. Each Pledgor authorizes and requests that the Commissioner for Trademarks and any other applicable government officer record this Trademark Security Agreement. 

Execution in Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

Grants, Rights and Remedies. This Trademark Security Agreement has been entered into in conjunction with the provisions of the
Security Agreement. Each Pledgor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. 
 Governing
Law. This Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 [Signature Page to Follow] 







 IN WITNESS WHEREOF, each Pledgor has caused
this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	 ALLEN TELECOM LLC

ANDREW LLC
 COMMSCOPE, INC. OF NORTH

CAROLINA

		
	By:	 	/s/ Frank B. Wyatt, II
		 	Name: Frank B. Wyatt, II
		 	Title:   Senior Vice President


 Signature Page to ABL Trademark Security Agreement 







 
			
	 JPMORGAN CHASE BANK, N.A., 
 as the Collateral Agent

		
	By:	 	/s/ Peter B. Thauer
		 	Name: Peter B. Thauer
		 	Title:   Executive Director


 Signature Page to ABL, Trademark Security Agreement