EX-10.15



 Exhibit 10.15 

EXECUTION VERSION 

CONSENT OF GRANTORS 

Dated: May 2, 2016 

Reference is made to the First Lien/First Lien Intercreditor Agreement, dated as of May 2, 2016, among Barclays Bank PLC (as successor in
interest to Credit Suisse AG, Cayman Islands Branch), as Collateral Agent, Barclays Bank PLC, as Authorized Representative under the Credit Agreement, and Wells Fargo Bank, National Association, as Initial Other Authorized Representative (as the
same may be amended, restated, supplemented, waived, or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Intercreditor Agreement. 
 Each of the Grantors party hereto has read the foregoing Intercreditor Agreement and consents thereto. Each of
the Grantors party hereto agrees that it will not take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing
Intercreditor Agreement and agrees that, except as otherwise provided therein, no First-Priority Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each of the
Grantors party hereto confirms that the foregoing Intercreditor Agreement is for the sole benefit of the First-Priority Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party
beneficiary thereof except to the extent otherwise expressly provided therein. 
 Each of the Grantors party hereto agrees to take such
further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the
Intercreditor Agreement. 
 This Consent of Grantors shall be governed and construed in accordance with the laws of the State of New York.
Notices delivered to the Grantors pursuant to this Consent of Grantors shall be delivered in accordance with the notice provisions set forth in the Intercreditor Agreement. 

[Signatures follow.] 







 IN WITNESS HEREOF, this Consent of Grantors is hereby executed by each of the Grantors as of the
date first written above. 
  

			
	PRIME SECURITY SERVICES HOLDINGS, LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President
	
	PRIME SECURITY SERVICES BORROWER, LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	ASG INTERMEDIATE HOLDING CORP.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	ASG HOLDINGS LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	ALARM SECURITY GROUP LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer


 [Consent of Grantors] 







 
			
	ABC SECURITY CORPORATION
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	BRINKMAN SECURITY, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	ASG GOVERNMENT SERVICES LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	NOLAN’S PROTECTION SYSTEMS, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	PROTECTION HOLDINGS II, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	PROTECTION ONE, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer


 [Consent of
Grantors] 







 
			
	PROTECTION ONE ALARM MONITORING, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	SECURITY MONITORING SERVICES, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: Vice President
	
	PROTECTION ONE SYSTEMS, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	PROTECTION ONE DATA SERVICES, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	PROTECTION ONE ALARM MONITORING OF MASS., INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	MONITAL SIGNAL CORPORATION
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer


 [Consent of Grantors] 







 
			
	PRIME FINANCE INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	THE ADT CORPORATION
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President and Chief Executive Officer
	
	ADT CANADA HOLDINGS, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President
	
	ADT HOLDINGS, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President
	
	ADT US HOLDINGS, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President
	
	ADT INVESTMENTS, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President


 [Consent of Grantors] 







 
			
	ADT LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President
	
	ELECTRO SIGNAL LAB, INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President
	
	S2 MERGERSUB INC.
		
	By:	 	 /s/ Timothy J. Whall

		 	Name: Timothy J. Whall
		 	Title: President


 [Consent of Grantors]