Agency Succession Agreement, dated as of March 13, 2018, by and between Cannae Holdings, LLC and Wells Fargo Bank, N.A

This AGENCY SUCCESSION AGREEMENT (this “Agreement”) is entered into as of March 13, 2018, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”) and CANNAE HOLDINGS, LLC, a Delaware limited liability company (“Cannae”).

WHEREAS, pursuant to that certain Credit Agreement dated as of August 19, 2014 among Fidelity Newport Holdings, LLC, a Delaware limited liability company (“FNH”), ABRH, LLC, a Delaware limited liability company (“ABRH”), as borrower, the lenders party thereto from time to time, and WFB, as administrative agent, swingline lender and issuing lender, which credit agreement was amended pursuant to that certain First Amendment to Credit Agreement dated as of February 22, 2017 among FNH, ABRH, the direct and indirect subsidiaries of ABRH identified therein as “guarantors,” WFB, and the lenders party thereto (as so amended, the “Credit Agreement”), certain credit facilities were made available for the benefit of FNH, ABRH and the subsidiaries of ABRH (capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Credit Agreement); and

WHEREAS, Cannae and WFB are parties to that certain Master Assignment and Assumption dated as of the date hereof by and between the Assignors identified therein and the Assignee identified therein (the “Assignment and Assumption”), whereby the Assignors shall sell and assign the Assigned Interest (as defined therein) to the Assignee or its designees.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Agency Succession. Contemporaneously with the closing of the transactions contemplated by the Assignment and Assumption to occur on the Effective Date (as defined therein), WFB will resign from its role as Administrative Agent under the Credit Agreement by executing and delivering the letter attached hereto as Exhibit A (the “Agent Resignation Letter”), and Cannae will succeed to the role of Administrative Agent under the Credit Agreement by executing and delivering the letter attached hereto as Exhibit B (the “Successor Agent Letter”).

2.Modification of this Agreement. This Agreement may be changed, terminated or modified only by an agreement in writing signed by the parties with respect to which such modification applies.

3.Successors and Assigns. The covenants, agreements, rights and options contained in this Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto and all persons claiming by, through or under any of them.

4.Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.

5.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, collectively, shall constitute one agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written, with the intention that this Agreement take effect as an instrument under seal.

CANNAE HOLDINGS, LLC

By:                        

Name: Richard L. Cox

Title: Managing Director and Chief Financial Officer

WELLS FARGO BANK,

NATIONAL ASSOCIATION,

By:                        

Name:

Title:

We refer to that certain Credit Agreement, dated as of August 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Fidelity Newport Holdings, LLC, as Holdings, ABRH, LLC, as Borrower, the Lenders party thereto from time to time and Wells Fargo Bank, National Association, as Administrative Agent (“Wells Fargo”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Pursuant to Section 11.6 of the Credit Agreement, Wells Fargo hereby notifies each Lender and the Borrower that, effective as of March 15, 2018, Wells Fargo resigns as the Agent under the Credit Agreement and the other Loan Documents. As provided in Section 11.6 of the Credit Agreement, the Required Lenders may appoint a successor Agent (the “Successor Agent”).

To the best of Wells Fargo’s knowledge, Schedule A includes all currently existing material Loan Documents.

                        

                        

By:_____________________________

Name:

Title:

We refer to that certain Credit Agreement, dated as of August 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Fidelity Newport Holdings, LLC, as Holdings, ABRH, LLC, as Borrower, the Lenders party thereto from time to time and Wells Fargo Bank, National Association, as Administrative Agent (“Wells Fargo”). Capitalized terms used in this letter agreement (the “Consent Letter”) and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Pursuant to that certain letter dated as of March 15, 2018, Wells Fargo resigned as the Agent under the Credit Agreement and the other Loan Documents effective as of March 15, 2018. Pursuant to Section 11.6 of the Credit Agreement, upon Wells Fargo’s resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent (the “Successor Agent”). We hereby seek consent for the appointment of Cannae Holdings, LLC as Successor Agent under the Credit Agreement.

By your signature below, you confirm your consent to the appointment of Cannae Holdings, LLC as the Successor Agent under the Credit Agreement.

This Consent Letter shall be governed by the internal laws (and not the conflicts or choice of laws principles) of the State of New York. This Consent Letter may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument; delivery of an executed counterpart of a signature page to this Consent Letter by facsimile shall have the same effect as delivery of a manually executed counterpart of this Consent Letter.

                        

                        

Name: Richard L. Cox

Title: Managing Director and Chief Financial Officer

Name: Richard L. Cox

Title: Managing Director and Chief Financial Officer