EX-10.14



 Exhibit 10.14 

EXECUTION VERSION 
 CONSENT
AND ACKNOWLEDGMENT 
 (Other Second 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 Second 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 First Lien Obligations Agent, for itself and on behalf of such Other First Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment, and
(c) by each other Other Second Lien Obligations Agent, for itself and on behalf of such other 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 May 2, 2016, among Prime Security Services Borrower, LLC, a Delaware limited liability company (the “Company”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the subsidiary guarantors party thereto from time to time and the New Agent with respect to which the New Agent acts as trustee
and pursuant to which the Issuers have issued $3,140,000,000 of 9.250% Second-Priority Senior Secured Notes due 2023. 
 The New Agent
hereby (a) represents that it is acting in the capacity of an Other Second Lien Obligations Agent for the “Secured Parties” as defined in and under the Collateral Agreement (Second Lien), dated as of May 2, 2016, among,
inter alia, the Issuers and New Agent, 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 Second Lien Obligations Agent, and
such Secured Parties were Other Second 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



 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

	Name:	 	 Robert Hetu

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 /s/ Lingzi Huang

	 Name:
	 	 Lingzi Huang

	 Title:
	 	 Authorized Signatory



			
	
	 BARCLAYS BANK PLC,

	 as Applicable First Lien
Agent



			
		
	 By:
	 	 /s/ Christopher R. Lee

	 Name:
	 	 Christopher R. Lee

	 Title:
	 	 Vice President



			
	
	 PRIME SECURITY SERVICES BORROWER, LLC,

for itself and on behalf of the Pledgors



			
		
	 By:
	 	 /s/ Timothy J. Whall

	 Name:
	 	 Timothy J. Whall

	 Title:
	 	 President and Chief Executive Officer



  
 [Signature Page to
Consent and Acknowledgment]