Exhibit






Execution Version
CONSENT OF GRANTORS


Dated: January 7, 2019



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 listed on Annex 1 hereto has read the foregoing Intercreditor Agreement and consents thereto. Each of the Grantors 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 the Grantors for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each of the Grantors 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 the Grantors are not an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein.


Each of the Grantors 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.


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Doc#: US1:12389397v3










Annex I (Supplement No. 5)


	
		
	Grantors
	Jurisdiction of Organization

	Fire & Security Holdings, LLC
	Delaware

	Red Hawk Fire & Security, LLC
	Colorado

	RED HAWK FIRE & SECURITY (NY), LLC
	New York

	RED HAWK FIRE & SECURITY (CA), LLC
	California

	RED HAWK SECURITY SYSTEMS, LLC
	Texas

	TELE-TECTOR OF MARYLAND, INC.
	Maryland

	Red Hawk Fire & Security (CHES), LLC
	Delaware

	ATCi Communications, Inc.
	Florida

	FIRE SYSTEMS INTERNATIONAL, INC.
	New York

	Pratt Landry Associates, Inc.
	Louisiana

	Century Sprinkler Holdings Corporation
	Delaware

	Chain Electric Holdings, Inc.
	Delaware




























































A-1












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






FIRE & SECURITY HOLDINGS, LLC 
RED HAWK FIRE & SECURITY, LLC 
RED HAWK FIRE & SECURITY (NY), LLC
RED HAWK FIRE & SECURITY (CA), LLC
RED HAWK SECURITY SYSTEMS, LLC TELE-TECTOR OF MARYLAND, INC. 
RED HAWK FIRE & SECURITY (CHES), LLC
ATCI  COMMUNICATIONS, INC.
FIRE SYSTEMS INTERNATIONAL, INC. PRATT LANDRY ASSOCIATES, INC. CENTURY SPRINKLER HOLDINGS CORPORATION
CHAIN ELECTRIC  HOLDINGS, INC.




	
						
	 
	 
	 
	By:
	  /s/ P. Gray Finney
	 

	 
	 
	 
	 
	Name:  P. Gray Finney
	 

	 
	 
	 
	 
	Title: Senior Vice President, 
Chief Legal Officer and 
Secretary


















































[Signature Page to Consent of Grantors]