EX-10.16



 Exhibit 10.16 

ACKNOWLEDGEMENT OF AND CONSENT TO 

FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT 

(Pledgors) 
 Each of the Pledgors
listed on Annex I hereto has read the First Lien/Second Lien Intercreditor Agreement, dated as of July 1, 2015, between Barclays Bank PLC, in its capacities as First Lien Facility Agent and Applicable First Lien Agent, and Credit Suisse AG,
Cayman Islands Branch, in its capacities as Second Lien Facility Agent and Applicable Second Lien Agent (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, the “First Lien/Second Lien
Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the First Lien/Second Lien Intercreditor Agreement. 

1. Each of the Pledgors executes and delivers this instrument to evidence its acknowledgment of and consent to the First Lien/Second Lien
Intercreditor Agreement. Each of the Pledgors agrees not to take any action that would be contrary to the express provisions of the First Lien/Second Lien Intercreditor Agreement and agrees that, except as otherwise provided therein, including with
respect to those provisions of which the Company is an intended third party beneficiary, no Secured Party shall have any liability to the Pledgors for acting in accordance with the provisions of the First Lien/Second Lien Intercreditor Agreement and
the other Documents referred to therein. Each of the Pledgors understands that no Pledgor is an intended beneficiary or third party beneficiary of the First Lien/Second Lien Intercreditor Agreement except that it is an intended beneficiary and third
party beneficiary thereof with the right and power to enforce with respect to the applicable provisions set forth in Section 8.17 (No Third Party Beneficiaries). 

2. Notwithstanding anything to the contrary in the First Lien/Second Lien Intercreditor Agreement or provided herein, each of the undersigned
acknowledges the Pledgors shall not have any right to consent to or approve any amendment, renewal, extension, supplement, modification or waiver of any provision of the First Lien/Second Lien Intercreditor Agreement except to the extent their
rights are affected (in which case the Company shall have the right to consent to or approve any such amendment, amendment, renewal, extension, supplement). 

3. Each of the undersigned further agrees that it will not will bring any action or proceeding arising out of or relating to the First
Lien/Second Lien Intercreditor Agreement in any court other than New York Courts (it being acknowledged and agreed by the parties to the First Lien/Second Lien Intercreditor Agreement that any other forum would be inconvenient and inappropriate in
view of the fact that more of the parties hereto who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction). 

[Remainder of this page intentionally left blank] 







 Annex I (Supplement No. 1) 

 

			
	 Pledgors
	  	 Jurisdiction of Organization

		
	The ADT Corporation	  	Delaware
		
	ADT Canada Holdings, Inc.	  	Delaware
		
	ADT Holdings, Inc.	  	Delaware
		
	ADT US Holdings, Inc.	  	Delaware
		
	ADT Investments, Inc.	  	Delaware
		
	ADT LLC	  	Delaware
		
	Electro Signal Lab, Inc.	  	Delaware
		
	S2 Mergersub Inc.	  	New Jersey
		
	Prime Finance Inc.	  	Delaware


  
 A-1 








  

			
	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:	 	 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

	
	ADT LLC
		
	By:	 	 /s/ Timothy J. Whall

		 	 Name: Timothy J. Whall
 Title:
  President



 [Signature Page to First Lien/Second Lien Intercreditor Agreement (Company Consent)] 







 
			
	
	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

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

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



 [Signature Page to First Lien/Second Lien Intercreditor Agreement (Company Consent)]