Exhibit






EXECUTION VERSION


ACKNOWLEDGEMENT OF AND CONSENT TO
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT
(Pledgors)


Dated:  August 17, 2018


The Pledgor 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 Wells Fargo Bank, National Association, 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.The Pledgor executes and delivers this instrument to evidence its acknowledgment of and consent to the First Lien/Second Lien Intercreditor Agreement. The Pledgor 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 Pledgor for acting in accordance with the provisions of the First Lien/Second Lien Intercreditor Agreement and the other Documents referred to therein. The undersigned 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, the undersigned acknowledges that it 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.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).


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Annex I (Supplement No. 5)


Pledgor    Jurisdiction of Organization


MSA SYSTEMS INTEGRATION, INC.    Delaware
































































































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IN WITNESS HEREOF, this Acknowledgement of and Consent to First Lien/Second Lien Intercreditor Agreement is hereby executed by the Pledgor as of the date first written above.




	
						
	 
	 
	 
	MSA SYSTEMS INTEGRATION, INC.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	  /s/ P. Gray Finney
	 

	 
	 
	 
	 
	Name:  P. Gray Finney
	 

	 
	 
	 
	 
	Title: Senior Vice President, 
Chief Legal Officer and 
Secretary















































































































[Signature  Page  to First  Lien/Second  Lien  lntercreditor Agreement  (Pledgor  Consent)]