EX-10.12



 Exhibit 10.12 

EXECUTION VERSION 
 CONSENT
AND ACKNOWLEDGMENT 
 (Other First Lien Obligations) 

This CONSENT AND ACKNOWLEDGMENT (this “Consent”), dated as of May 2, 2016, is executed by WELLS FARGO BANK, NATIONAL
ASSOCIATION, as an Other First Lien Obligations Agent (the “New Agent”), and acknowledged by BARCLAYS BANK PLC (“Barclays”) (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as the Applicable
First Lien Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as the Applicable Second Lien Agent, and PRIME SECURITY SERVICES BORROWER, LLC, as the Company (on behalf of itself and the other Pledgors as defined in the First
Lien/Second Lien Intercreditor Agreement defined below). 
 This Consent is with respect to that certain First Lien/Second Lien
Intercreditor Agreement, dated as of July 1, 2015 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by Barclays, in
its capacities as First Lien Facility Agent and Applicable First Lien Agent, and CS, in its capacities as Second Lien Facility Agent and Applicable Second Lien Agent; and acknowledged and consented to (a) by the Company for itself and on behalf
of the Pledgors, (b) by each other Other First Lien Obligations Agent, for itself and on behalf of such other Other First Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment, and
(c) by each Other Second Lien Obligations Agent, for itself and on behalf of such Other Second Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment. Capitalized terms used but not defined
herein shall have the meanings assigned thereto in the First Lien/Second Lien Intercreditor Agreement. 
 Reference is made to that certain
Indenture, dated as of July 5, 2012 (as amended, modified or otherwise supplemented from time to time including pursuant to the Sixth Supplemental Indenture, dated as of April 8, 2016 (the “Sixth Supplemental Indenture) and the
Seventh Supplemental Indenture, dated as of April 22, 2016 (the “Seventh Supplemental Indenture”), between The ADT Corporation, a Delaware corporation (the “Company”) and the New Agent) with respect to which
the New Agent acts as trustee and pursuant to which Company has issued (i) $1,000,000,000 of 3.500% Notes due 2022, (ii) $750,000,000 of 4.875% Notes due 2042, (iii) $700,000,000 of 4.125% Senior Notes due 2023 and (iv) $1,000,000,000 of 6.250%
Senior Notes due 2021. 
 The New Agent hereby (a) represents that it is acting in the capacity of an Other First Lien Obligations
Agent for the “Secured Parties” as defined in and under each of the Sixth Supplemental Indenture and the Seventh Supplemental Indenture and (b) agrees, for itself and on behalf of such Secured Parties, to be bound by the terms of the
First Lien/Second Intercreditor Agreement as if it were an Other First Lien Obligations Agent, and such Secured Parties were Other First Lien Obligations Secured Parties, as of the date of the First Lien/Second Lien Intercreditor Agreement. 







 The address of the New Agent for purposes of all notices and other communications hereunder and
under the First Lien/Second Lien Intercreditor Agreement is as follows: 
 Wells Fargo Bank, National Association 150 East 42nd Street 
 40th Floor 

New York, NY 10017 
 Attention:
Corporation Trust Services 
 Facsimile No.: (917) 260-1593 

THIS CONSENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 







 IN WITNESS WHEREOF, the undersigned has caused this Consent and Acknowledgment to be duly executed by its
authorized officer as of the day and year first above written. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Stefan Victory

	Name: STEFAN VICTORY
	Title:   VICE PRESIDENT


 [Signature Page to Consent and Acknowledgment] 







 Acknowledged and Confirmed by, for purposes of the First Lien/Second Lien Intercreditor Agreement: 

 

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Applicable Second Lien Agent



			
		
	By:	 	 /s/ Robert Hetu

	Title:	 	Robert Hetu
	Name:	 	Authorized Signatory


			
		
	By:	 	 /s/ Lingzi Huang

	Title:	 	Lingzi Huang
	Name:	 	Authorized signatory


			
	
	 BARCLAYS BANK PLC,
 as
Applicable First Lien Agent



			
		
	By:	 	  

	Title:	 	
	Name:	 	


			
	
	 PRIME SECURITY SERVICES BORROWER, LLC,

for itself and on behalf of the Pledgors



			
		
	By:	 	  

	Title:	 	
	Name:	 	

 [Signature Page to Consent and Acknowledgment]