Common use of Tax Controversies Clause in Contracts

Tax Controversies. Black Knight is hereby designated the “Partnership Representative” and shall serve as the partnership representative (as defined in Section 6223 of the Code) and any similar role under any similar state or local law and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at the direction, of the Board. The Partnership Representative shall have the authority to designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any action taken by the Partnership Representative in connection with audits of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of law.

Tax Controversies. Black Knight With respect to tax periods ending after December 31, 2017, the Managing Member (or its permitted designee) is hereby designated the “Partnership Representativepartnership representative” of the Company for purposes of, and shall serve as the partnership representative (as defined in accordance with, Section 6223 of the CodeCode (the “Partnership Representative”). With respect to tax periods ending on or prior to December 31, 2017, the Managing Member (or its permitted designee) and any similar role under any similar state shall act as the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect during such tax period) (the “Tax Matters Member”). The Partnership Representative or local law and the Tax Matters Member, as applicable, is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations tax audits, litigations, contests, examinations, controversies and other similar proceedings of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at to expend Company funds for professional services reasonably incurred in connection therewith. Each holder of Units agrees to cooperate with the direction, Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of the Boardsuch proceedings. The Partnership Representative or Tax Matters Member, as applicable, shall keep the Managing Member fully informed of the progress of any examinations, audits or other proceedings, it being agreed that no holder of Units (other than the Managing Member (or its permitted designee), in its capacity as Partnership Representative or Tax Matters Member) shall have any right to participate in any such examinations, audits or other proceedings. Each Member hereby agrees to (i) take such actions as may be required to effect the authority designation of the Managing Member (or its designee) as the Partnership Representative or Tax Matters Member, (ii) to designate from time cooperate to time a “designated individual” provide any information or take such other actions as may be reasonably requested by the Partnership Representative in order to act on behalf determine whether any Imputed Underpayment Amount may be modified pursuant to Section 6225(c) of the Code, and (iii) to, upon the request of the Partnership Representative, file any amended U.S. federal income tax return and pay any tax due in connection with such designated individual tax return in accordance with Section 6225(c)(2) of the Code. Notwithstanding the foregoing, the Partnership Representative and the Tax Matters Member shall be subject to replacement by the Partnership Representative. Each Member agrees that any action taken by the Partnership Representative in connection with audits control of the Company shall be binding upon such Members and each such Managing Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 8.2 and shall not settle or otherwise compromise any issue in any such examination, audit or other proceeding without first obtaining approval of the Managing Member and shall make an election under Section 6226 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal partnership income tax audit of for taxable years beginning after December 31, 2017, unless the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns Managing Member determines not to make such an interest, the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawelection.

Tax Controversies. Black Knight The Managing Member is hereby designated as the “partnership representative” of the Company (the “Partnership Representative” and shall serve as the partnership representative (as defined in ”) for purposes of Section 6223 of the Code) Code and all applicable non-U.S. tax purposes. The Partnership Representative shall have the right to designate the individual or individuals through whom the Partnership Representative will act. In the event of any similar role under any similar state or local law and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at the direction, of the Board. The Partnership Representative shall have the authority to designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any action taken by the Partnership Representative in connection with audits of the Company shall be binding upon such Members and each such Member further agrees that such Managing Member shall not treat any Company item inconsistently on control the conduct of such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, examinations at the Company’s expense, make its employees expense and outside tax professionals available to Black Knight as shall expend Company funds for professional services reasonably requested by Black Knight to assist and advise Black Knight incurred in connection therewith; provided, that the Managing Member shall promptly provide each other Member a written notice informing the Members that the Company or any of its Subsidiaries, as applicable, is the subject of an examination by a tax authority with respect to a material tax return or that could result in a material amount of taxes (including taxes imposed on Members), shall keep each other Member reasonably informed of material developments relating to such examination and not settle such examination, to the extent relating to a matter that could reasonably be expected to have an adverse effect on any Member that is material and disproportionate as to its duties as effect on other Members or their Affiliates, without the consent of such adversely affected Member, which consent shall not be unreasonably withheld or delayed; provided that in no event shall the Partnership RepresentativeRepresentative settle any examination without the consent of Impala if such settlement relates to the treatment of Impala’s transfer of assets and liabilities to the Company. To the extent and Unless otherwise approved by all Members, in the manner provided event of an audit by applicable Code sections and regulations thereunderthe IRS, the Partnership Representative shall (amake, on a timely basis, the election provided by Section 6226(a) inform each Member of administrative or judicial proceedings the Code, and any corresponding elections applicable for the state and local tax purposes, to treat a “partnership adjustment” as an adjustment of Company items required to be taken into account by a each Member for income tax purposes, (bin accordance with Section 6226(b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A MembersCode. For the avoidance of doubt, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse it is the Partnership Representative for any expenses that intent of the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event Members that the Company is liable for Federal income taxes, including interest and penalties thereon, be required to pay no amount pursuant to Section 6225 of the Code (and/or any successor provisions thereto)Code, with respect or pursuant to any adjustment resulting from a Federal income tax audit corresponding provision of state or local Law, but if the Company or any entity that is treated as transparent for Federal income tax purposes and in which does pay such an amount then the Company owns an interest, the Partnership Representative provisions of Section 5.05 shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawapply.

Tax Controversies. Black Knight is hereby designated (a) Vivid Seats shall be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Representative” and Tax Audit Rules, and, as such, shall serve be authorized to designate any other Person selected by Vivid Seats as the partnership representative representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as defined in Section 6223 of the Code) PR as set forth herein and any similar role under any similar state agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or local law appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by tax Tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at to expend the directionCompany’s funds for professional services and reasonably incurred in connection therewith. In addition, of the Board. The Partnership Representative PR shall have the power and authority to designate from time to time a “designated individual” to act (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Partnership RepresentativeCompany, and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any administrative proceedings or other action taken by the Partnership Representative in connection with audits of at the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return level with the treatment Internal Revenue Service or any other taxing authority relating to the determination of the any item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member income, gain, loss, deduction, or credit for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal federal income tax purposes and in which the Company owns an interest, or otherwise relating to the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modificationTax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall allocate have all other rights and powers granted under the benefit Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such modification Unitholder, (B) such Unitholder shall have the right to Cannae discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or THL. Neither resulting proceedings, and (C) neither the Partnership Representative PR nor the any designated individual shall be liable settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Members Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for acts or omissions taken or suffered all reasonable expenses, including legal and accounting fees, incurred by it the PR and/or designated individual in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawsuch.

Tax Controversies. Black Knight Subject to the provisions hereof, if the Company has more than one Member under the Code, then the Managing Member is hereby designated the “Partnership Representative” and shall serve as the partnership representative Tax Matters Partner (as defined in the Code) and the “partnership representative” of the Company for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Partnership Tax Audit Rules, as well as for purposes of any state, local, or non-U.S. tax law (in either capacity, the “Tax Matters Partner”). The Tax Matters Partner shall appoint an individual as a designated individual to the extent required under the Partnership Tax Audit Rules. The Tax Matters Partner (and designated individual, as applicable) may resign at such time permitted under the Partnership Tax Audit Rules. In the event of the resignation of the Tax Matters Partner, the Managing Member shall appoint a new Tax Matters Partner, and any similar role under any similar state or local law and in the event of the resignation of the designated individual, the Tax Matters Partner shall appoint a new designated individual. The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, howeverand to expend Company funds for professional services and costs associated therewith, that at all times and otherwise exercise the rights and powers of a partnership representative under the Partnership Representative shall serve in such capacity under the oversightTax Audit Rules, and at the direction, of the Board. The Partnership Representative shall have the authority to designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representativethis Section 9.3. Each Member agrees that to cooperate with the Managing Member and to do or refrain from doing any action taken or all things required by the Managing Member to conduct such proceedings. In respect of tax years in which the Partnership Representative Tax Audit Rules are in effect and applicable to the Company, the Members acknowledge and agree that it is the intention of the Members to minimize any obligations of the Company to pay taxes and interest in connection with audits of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, including, by means of any available elections under Section 6226 of the Code and/or the Members filing amended returns under Section 6225(c)(2) of the Code, in each case as provided by the Partnership Tax Audit Rules. The Members agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Partner and making elections and filing amended returns reasonably requested by the Tax Matters Partner, and the Tax Matters Partner shall make such elections as it determines in its discretion, to give effect to the preceding sentence. The Company shall make any payments it may be required to make under the Partnership Tax Audit Rules and, in the Tax Matters Partner’s reasonable discretion, allocate any such payment among the current or former Members of the Company for the “reviewed year” to which the payment relates in a manner that reflects the current or former Members’ respective interests in the Company for such “reviewed year” and any other factors taken into account in determining the amount of the payment (with the intent of apportioning the payment in the same manner as if the Company had made the election under Section 6226 of the Code and the payment had been assessed directly against such Member). To the extent payments are made by the Company on behalf of or with respect to a current Member in accordance with this Section 9.3, such amounts shall, at the election of the Tax Matters Partner, (i) shall, at Cannae be applied to and THL’s expense, use reasonable best efforts reduce the next distribution(s) otherwise payable to obtain any available “modification” on account of Cannae and THL’s (such Member under this Agreement or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate be paid by the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable Member to the Company within thirty (30) days of written notice from the Tax Matters Partner requesting the payment. In addition, if any such payment is made on behalf of or with respect to a former Member, that Member shall pay over to the Company an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Partner requesting the payment. The provisions contained in this Section 9.3 shall survive the dissolution of the Company and the withdrawal of any Member or the Members for acts or omissions taken or suffered by it Transfer of any Member’s interest in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawCompany.

Tax Controversies. Black Knight is hereby designated The Managing Member shall be the “partnership representative” of the Company (the “Partnership Representative” and shall serve as the partnership representative (as defined in ”) for purposes of Section 6223 of the Code. The Partnership Representative may be removed, and a new Partnership Representative appointed, by the Managing Member in accordance with the Code and the Treasury Regulations. The Partnership Representative shall be permitted to appoint any “designated individual” (or similar person) and (a “Designated Individual”) permitted under Treasury Regulations Section 301.6223-1 or any successor regulations or similar role under any similar state or local law and is authorized and required provisions of tax law. If the Partnership Representative appoints a Designated Individual pursuant to represent the Company (at the Company’s expense) in connection with all examinations Section 6223 of the Company’s affairs by Code and Treasury Regulations thereunder (or similar provisions of state, local or other tax authoritieslaws), including resulting administrative such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and judicial proceedings; provided, however, that at all times references to the Partnership Representative shall serve in include any such capacity under Designated Individual unless the oversight, and at context otherwise requires or shall mean solely the direction, of the BoardDesignated Individual as needed to comply with applicable law). The Partnership Representative shall have the authority power to designate from time to time a “designated individual” to act on behalf manage and represent the Company in any administrative proceeding of the Partnership RepresentativeIRS, and such designated individual shall be subject indemnified by the Company for ​ all costs and expenses relating to replacement by serving in its capacity as the Partnership Representative. Each Member agrees that hereby agrees: (a) to take such actions as may be required to effect the Managing Member’s designation as the Partnership Representative, and (b) to cooperate to provide any action taken information as may be reasonably requested by the Partnership Representative in connection with audits order to carry out the duties of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretionunder the Code. The Company shall, at In connection with any audit or examination of the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform reasonably determine the portion of any Imputed Underpayment Amount attributable to each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each former Member, except such notices or communications as are sent directly and use reasonable best efforts to such Member by (i) make the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority election described in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 6226 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from such Imputed Underpayment Amount or (ii) otherwise ensure that no Member is allocated or becomes liable for taxes (including penalties or interest) attributable to other Members or to a Federal income tax audit taxable year (or portion thereof) occurring prior to such Member’s admission to the Company. A Member’s obligation to comply with this Section shall survive the transfer, assignment or liquidation of such Member’s Interest in the Company or any entity that is treated as transparent for Federal income tax purposes and in which Company. Notwithstanding the Company owns an interestforegoing, the Partnership Representative shall use commercially reasonable efforts be subject to the control of the Managing Member pursuant to Section 8.2 and take commercially reasonable action to allocate shall not settle or otherwise compromise any issue in any such taxesexamination, penalties audit or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit proceeding without first obtaining approval of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawManaging Member.

Tax Controversies. Black Knight is hereby designated (a) PubCo shall be the “partnership representative” (“PR”) of the Company for purposes of the Partnership Representative” and Tax Audit Rules, and, as such, shall serve be authorized to designate any other Person selected by PubCo as the partnership representative representative. Each Member, by execution of this Agreement, consents to the appointment of PubCo (or its designee) as defined the PR as set forth in Section 6223 of this Agreement and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the Code) appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and any similar role under any similar state agrees to take, and that the PR is authorized to take (or local law and is cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by tax Tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at to expend the directionCompany’s funds for professional services reasonably incurred in connection therewith. In addition, of the Board. The Partnership Representative PR shall have the power and authority to designate from time to time a “designated individual” to act (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Partnership RepresentativeCompany, and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any administrative proceedings or other action taken by the Partnership Representative in connection with audits of at the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return level with the treatment Internal Revenue Service or any other taxing authority relating to the determination of the any item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member income, gain, loss, deduction, or credit for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal federal income tax purposes and in which the Company owns an interest, or otherwise relating to the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modificationTax Audit Rules, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither make any election under the Partnership Representative Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members. As long as BT Assets owns 5% or more of the outstanding Participating Units for the year in which any audit, examination or resulting proceeding takes place or for the year that is the subject of any audit, examination or resulting proceeding: (A) the PR shall notify BT Assets of, and keep BT Assets reasonably informed with respect to, any such audit, examination or resulting proceeding the outcome of which is reasonably expected to affect the tax liabilities of BT Assets; (B) BT Assets shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audit, examination or resulting proceeding; and (C) neither the PR nor the any designated individual shall be liable settle or compromise any such audit, examination or resulting proceeding to the extent they relate to issues the resolution of which would reasonably be expected to have a material and disproportionately adverse effect on the tax liability of BT Assets without BT Assets’ consent (such consent not to be unreasonably withheld, conditioned or delayed). Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Members Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for acts all reasonable expenses, including legal and accounting fees, incurred by the PR or omissions taken or suffered by it designated individual in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawsuch.

Tax Controversies. Black Knight is hereby designated Subject to the Code and applicable Treasury Regulations, the Manager shall be the “Partnership Representative” and shall serve as under the partnership representative (as defined in Section 6223 of the Code) Revised Partnership Audit Provisions and any similar role under any similar comparable provision of state or local tax law and is or successor or subsequent related provision of U.S. federal law. The Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, howeverto take any and all actions that it is permitted to take when acting in that capacity and to expend Company funds for professional services and other expenses reasonably incurred in connection therewith. Each Member agrees, that at all times the Company’s expense (i) to reasonably cooperate with the Company and the Partnership Representative shall serve in such capacity under and to do or refrain from doing any or all things reasonably requested by the oversight, and at Company or the direction, of the Board. The Partnership Representative shall have with respect to the authority conduct of such proceedings and (ii) to designate from time provide to time a “designated individual” to act on behalf the Company or the Partnership Representative any information in its reasonable possession that could reasonably be requested help mitigate any Tax due by the Company or the Members. Promptly following the written request of the Partnership Representative, the Company shall, to the fullest extent permitted by law, reimburse and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any action taken by indemnify the Partnership Representative in connection with audits of the Company shall be binding upon such Members for all reasonable and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return documented out-of-pocket expenses, including reasonable legal and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Companyaccounting fees, unless previously authorized to do so in writing by the Partnership Representativeclaims, which authorization may be withheld liabilities, losses and damages incurred by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make capacity as such (and not in its employees and outside tax professionals available to Black Knight capacity as reasonably requested by Black Knight to assist and advise Black Knight a Member generally) in connection with its duties as any administrative or judicial proceeding (i) with respect to the tax liability of the Company and/or (ii) with respect to the tax liability of the Members in connection with the operations or activities of the Company. The Members consent to the election set forth in section 6226(a) of the Code and agree to take any action, and to furnish the Company and the Partnership RepresentativeRepresentative with any information reasonably necessary, to give effect to such election if the Partnership Representative decides to make such election. To the extent that the Persons that were Members during the period to which any adjustment relates remain the same in substantially the same proportions and there is available cash, any imputed underpayment imposed on the Company pursuant to section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more Members shall be treated as a Tax Distribution to such Member or Members. In all other circumstances, the Manager may determine, in its reasonable discretion, whether to require current or former Members to promptly pay to the manner provided Company (pro rata in proportion to their respective shares of such underpayment) by wire transfer within fifteen (15) days following the receipt of Company’s request for payment, all or a portion of any such imputed underpayment (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more current or former Members. No such payment shall be treated as a Capital Contribution. Any failure by a Member to pay such amount shall result in a subsequent corresponding withholding from Distributions or (including Tax Distributions) otherwise payable to such Member and the amount of any such withholding shall be deemed for all purposes of this Agreement to have been distributed to such Member with respect to such Member’s Units at the time such amount was withheld. Any payment obligation of any former Member under this Section 9.03 shall also be an obligation of any third-party transferee or assignee of such former member. Each Member and former Member shall indemnify and hold harmless the Company and each other Member from its respective share (as determined by the Partnership Representative) of any imputed underpayment imposed on the Company pursuant to section 6232. All payment obligations set forth in this Section 9.03 shall survive dissolution and liquidation of the Company until the expiration of the longest applicable Code sections statute of limitations (including extensions and regulations thereunderwaivers) with respect to the matter for which a party would be entitled to be paid. Notwithstanding anything to the contrary in this Section 9.03, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for keep the adjustment of Company items required to be taken into account by Members reasonably informed in a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case timely manner of any partnership adjustment resulting from an income examinations or proceedings regarding Company tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawmatters.

Tax Controversies. Black Knight is hereby designated The SB Member will be the “Partnership Representative” and shall serve Representative and, as the partnership representative (as defined in Section 6223 of the Code) and any similar role under any similar state or local law and is such, will be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax Tax authorities, including resulting administrative and judicial proceedings, to expend the Company’s funds for professional services and reasonably incurred in connection therewith, and to appoint a “designated individual” for purposes of Treasury Regulations Section 301.6223-1(b)(3), to the extent applicable; providedprovided that (a) no action may be taken by the Partnership Representative without the prior written consent of the Board, however(b) any such action will be subject to Section 8.2, that at all times (c) the Partnership Representative shall serve promptly inform each Member of any potential tax audit or proceeding and shall provide each Member with all material communications with the relevant Taxing Authority, including copies of any correspondence with the relevant Taxing Authority and summaries of any substantive oral discussions with such Taxing Authority and (d) the Partnership Representative shall not knowingly (after reasonable inquiry) take any action in its capacity as Partnership Representative that would materially and adversely impact in any manner any Member (or its direct or indirect owners, solely with respect to the Company) without the consent of such capacity under Member (such consent not to be unreasonably withheld, conditioned or delayed). Subject to the oversightproviso to the foregoing sentence, and at the direction, of the Board. The Partnership Representative shall have the authority right and obligation to designate from time take all actions authorized and required by the Code and Treasury Regulations (and analogous provisions of state or local Law), and is authorized to time a “designated individual” to act on behalf represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by Tax authorities (including any resulting administrative and judicial proceedings) and to expend Company funds for professional services reasonably incurred in connection therewith. Without limiting the generality of the foregoing, with respect to any audit or other proceeding, the Partnership RepresentativeRepresentative shall, unless otherwise determined by the Board, cause the Company (and any of its Subsidiaries) to make any available elections pursuant to Section 6226 of the Code (and similar provisions of state, local and other Law), and such designated individual the Members shall be subject cooperate to replacement the extent reasonably requested by the Partnership Representative. Each Member agrees that any action taken by Company or the Partnership Representative in connection with audits of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any timetherewith. The Company shall reimburse the Partnership Representative for any all reasonable and documented out-of-pocket expenses that incurred by the Partnership Representative incurs Representative, including reasonable fees of any professional attorneys, in connection with carrying out its obligations duties as the Partnership Representative. In The foregoing covenants will survive the event that the Company is liable for Federal income taxestermination, including interest dissolution, liquidation and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit winding up of the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction disposition by any Member of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawMember’s Units.

Tax Controversies. Black Knight (a) Appgate Investors is hereby designated the “Partnership Company Representative” and shall serve as the partnership representative (as defined in Section 6223 of the Code) and any similar role under any similar state or local law Company and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times proceedings and to appoint such other person on behalf of the Partnership Representative shall Company as may be required by the Tax Audit Rules to serve in a similar capacity (such capacity as a “designated individual”). The Company Representative may exercise any authority granted to the “partnership representative” under the oversightCode and Regulations. In particular, the Company Representative may, in its sole discretion, make any elections provided for under the Tax Audit Rules and may, in its sole discretion, settle and/or litigate any audit adjustments proposed by the Internal Revenue Service (or any state, local, or non-U.S. tax authority) in any partnership audit governed by the Tax Audit Rules. Notwithstanding anything to the contrary in this Agreement (including Article X), the Board of Managers is hereby authorized and empowered, without further vote or action of the Members, to amend this Agreement as necessary to comply with the requirements of any election under the Tax Audit Rules, and at the direction, of the Board. The Partnership Representative shall have the authority to designate from time to time a “designated individual” to act execute any such amendment by and on behalf of the Partnership Representative, and such designated individual shall be subject to replacement each Member. (b) The Company Representative may resign at any time permitted by the Partnership RepresentativeTax Audit Rules. If Appgate Investors ceases to be the Company Representative for any reason, the Board of Managers shall appoint a new Company Representative taking into account the requirements of the Tax Audit Rules. Each Member agrees that any action taken by the Partnership Company Representative in connection with audits of the Company shall be binding upon such Members Members, and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company. Notwithstanding the preceding sentence, unless previously authorized to do so in writing a Member is not bound by any action taken by the Partnership Representative, which authorization may be withheld by the Partnership Company Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as audits of the Partnership RepresentativeCompany if such action is not permitted by law. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company Representative shall reimburse have the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant right to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit make on behalf of the Company any and all elections and take any and all actions that are available to be made or any entity that is treated as transparent for Federal income tax purposes and in which taken by the Company owns an interest, Representative or the Partnership Company under the Tax Audit Rules and the Members shall take such actions requested by the Company Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate consistent with any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of law.elections

Tax Controversies. Black Knight is hereby Contributor shall be designated and may, on behalf of the Partnership, at any time, and without further notice to or consent from any Partner, act as the “Partnership Representativepartnership representative” and shall serve as of the partnership representative (as defined Partnership, within the meaning given to such term in Section 6223 of the Code (Contributor, in such capacity, the “Partnership Representative”) for purposes of the Code) . The Partnership Representative shall have the right and any similar role under any similar state or local law obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative, and is authorized and required to represent the Company Partnership (at the CompanyPartnership’s expense) in connection with all examinations of the CompanyPartnership’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times and to expend Partnership funds for professional services reasonably incurred in connection therewith. Each Partner agrees to cooperate with the Partnership Representative shall serve in and to do or refrain from doing any or all things reasonably requested by the Partnership with respect to the conduct of such capacity under the oversight, and at the direction, of the Boardproceedings. The Partnership Representative shall have use reasonable efforts to (a) notify each of the authority to designate from time to time a “designated individual” to act on behalf other Partners upon receipt of any notice of tax examination of the Partnership Representativeby U.S. federal, state or local authorities and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any action taken by the Partnership Representative in connection with audits (b) keep all Partners informed of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act material developments with respect to any contacts by or discussions with the tax audits or authorities regarding such tax litigation affecting examination. Notwithstanding the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunderforegoing, the Partnership Representative shall consult in good faith with the Series A Preferred Representative prior to taking any action (a) inform each Member including the settlement or compromise of any examination or resulting administrative or judicial proceedings for juridical proceeding) pursuant to this Section 9.04 that would reasonably be expected to have a disproportionate adverse impact on the adjustment Series A Preferred Unitholders. Further, if the impact of Company items required such action on the Series A Preferred Unitholders also is material, the Series A Preferred Representative shall seek the consent of the Series A Preferred Unitholders representing the Series A Required Voting Percentage (such consent not to be taken into account by a Member for income tax purposesunreasonably withheld, (b) furnish a copy of each notice conditioned or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions theretodelayed), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, the Partnership Representative shall use commercially reasonable efforts and not take commercially reasonable action to allocate any such taxesaction prior to notification by the Series A Preferred Representative that such consent was obtained; provided, that the Series A Preferred Unitholders will indemnify and hold harmless the Partnership against any additional costs and expenses (including any interest, penalties or interest additions to those Members or former Members to whom such amounts are attributable, as reasonably determined tax) borne by the Partnership Representative taking into account after the Code, Regulations and other applicable guidance thereon and date of the applicable facts and circumstances, including the tax status, action or inaction notice of each Member. In the case of any final partnership adjustment resulting from an income in connection with the related tax examination, audit or similar proceeding as a result of the Company, the Company (i) shall, at Cannae and THLSeries A Preferred Representative’s expense, use reasonable best efforts failure to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THLrequired consent. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of law.ARTICLE X

Tax Controversies. Black Knight is hereby designated The Board of Managers shall select a Person to be the “Partnership Representative” and shall serve as the partnership representative (as defined in Section 6223 of the Code) and any similar role under any similar state or local law and . The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) , in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at the direction, of the Board. The Partnership Representative shall have the authority to designate from time to time a “designated individual” to act on behalf of the Partnership Representative, expend Company funds for professional services and such designated individual shall be subject to replacement by the Partnership Representativeother expenses reasonably incurred in connection therewith. Each Member agrees that to cooperate with the Partnership Representative and to do or refrain from doing any action taken or all things reasonably requested by the Partnership Representative in connection with audits of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representativeconduct of such proceedings. To the extent any income tax underpayments, interest and/or penalties are assessed and collected at the Company level pursuant to Sections 6221 and 6225 of the Code, and to the extent such amounts are determined to be material in the manner provided by applicable Code sections and regulations thereunderreasonable discretion of the Board of Managers, the Partnership Representative economic burden of such amounts shall be apportioned by the Board of Managers amongst the Members and former Members (ato the extent they were Members during any portion of the reviewed year (as defined in Section 6225(d)(1) inform each Member of administrative or judicial proceedings for the adjustment Code)) consistent with the economic terms of Company items required this Agreement, including by treating the amount apportioned to be taken into account by a Member for income tax purposes, (b) furnish as a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly deemed distribution to such Member for all purposes, or by requiring a Member to indemnify the IRS and (c) reasonably consult with Cannae and THL on its approach Company for the amount apportioned to any such proceedingsMember. If Black Knight ceases to be To the Partnership Representative for any reason, the Class A Members, by extent that a vote of a Majority in Interest portion of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest amounts assessed and penalties thereon, collected pursuant to Section Sections 6221 and 6225 of the Code (and/or Code, relates to a former Member, the Board of Managers may require such former Member to indemnify the Company for such former Member’s allocable portion of such tax liabilities. Each Member acknowledges that, notwithstanding the transfer, redemption or termination of all or any successor provisions thereto)portion of its interest in the Company, it may remain liable for tax liabilities with respect to any adjustment resulting from a Federal its allocable share of income tax audit and gain of the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s taxable years (or its underlying owners’portions thereof) tax status prior to such transfer, redemption or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Representative nor the designated individual shall be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawtermination.

Tax Controversies. Black Knight is hereby designated (a) PubCo shall be the “partnership representative” (“PR”) of the Company for purposes of the Partnership Representative” and Tax Audit Rules, and, as such, shall serve be authorized to designate any other Person selected by PubCo as the partnership representative representative. Each Member, by execution of this Agreement, consents to the appointment of PubCo (or its designee) as defined the PR as set forth in Section 6223 of this Agreement and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the Code) appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and any similar role under any similar state agrees to take, and that the PR is authorized to take (or local law and is cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by tax Tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at to expend the directionCompany’s funds for professional services reasonably incurred in connection therewith. In addition, of the Board. The Partnership Representative PR shall have the power and authority to designate from time to time a “designated individual” to act (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Partnership RepresentativeCompany, and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any administrative proceedings or other action taken by the Partnership Representative in connection with audits of at the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return level with the treatment Internal Revenue Service or any other taxing authority relating to the determination of the any item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member income, gain, loss, deduction, or credit for income tax purposes, (b) furnish a copy of each notice or other communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Company or any entity that is treated as transparent for Federal federal income tax purposes and in which the Company owns an interest, or otherwise relating to the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modificationTax Audit Rules, and (ii) shall allocate the benefit of such modification to Cannae or THL. Neither make any election under the Partnership Representative Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members. As long as BT Assets owns 5% or more of the outstanding Common Units for the year in which any audit, examination or resulting proceeding takes place or for the year that is the subject of any audit, examination or resulting proceeding: (A) the PR shall notify BT Assets of, and keep BT Assets reasonably informed with respect to, any such audit, examination or resulting proceeding the outcome of which is reasonably expected to affect the tax liabilities of BT Assets; (B) BT Assets shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audit, examination or resulting proceeding; and (C) neither the PR nor the any designated individual shall be liable settle or compromise any such audit, examination or resulting proceeding to the extent they relate to issues the resolution of which would reasonably be expected to have a material and disproportionately adverse effect on the tax liability of BT Assets without BT Assets’ consent (such consent not to be unreasonably withheld, conditioned or delayed). Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Members Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for acts all reasonable expenses, including legal and accounting fees, incurred by the PR or omissions taken or suffered by it designated individual in its capacity as either the Partnership Representative or designated individual, as the case may be, in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of lawsuch.