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 is hereby designated (a) The “tax matters partner” (the “Partnership RepresentativeTax Member”) of the Company pursuant to Section 6231(a)(7) of the Code shall be Delek Logistics Services. The Tax Member shall take such action as may be necessary to cause to the extent possible each other Member to become a “notice partner” and shall serve as within the partnership representative (as defined in meaning of Section 6223 of the Code. The Tax Member shall inform each other Member of all significant matters that may come to his attention in his capacity as Tax Member by giving notice thereof on or before the tenth business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications he may receive in that capacity. (b) and any similar role under any similar state Any cost or local law and is authorized and required to represent expense incurred by the Company (at the Company’s expense) Tax Member in connection with all examinations its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (within the meaning of Section 6231(a)(3) of the Company’s affairs by tax authorities, including resulting administrative Code) shall notify the Tax Member and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in other Members of such capacity under settlement agreement and its terms within 90 days from the oversight, and at the direction, date of the Boardsettlement. (d) No Member shall file a request pursuant to Section 6227 of the Code for an administrative adjustment of Company items for any Allocation Year without first notifying the Tax Member and the other Members. The Partnership Representative If the Members representing a Majority Interest consent to the requested adjustment, the Tax Member shall have file the authority to designate from time to time a “designated individual” to act request for the administrative adjustment on behalf of the Partnership RepresentativeMembers. If such consent is not obtained within 30 days from such notice, and such designated individual shall be subject or within the period required to replacement by timely file the Partnership Representativerequest for administrative adjustment, if shorter, any Member, including the Tax Member may file a request for administrative adjustment on his own behalf. Each Any Member agrees that intending to file a petition under Sections 6226, 6228 or other Section of the Code with respect to any action taken by the Partnership Representative in connection with audits of item involving the Company shall notify the Tax Member and the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Member is the Member intending to file such petition on behalf of the Company, such notice shall be binding upon given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such Members and each such petition will be filed. (e) If any Member further agrees that intends to file a notice of inconsistent treatment under Section 6222(b) of the Code, such Member shall not treat any Company item inconsistently on give reasonable notice under the circumstances to the Tax Member and the other Members of such intent and the manner in which the Member’s income tax return intended treatment of an item is (or may be) inconsistent with the treatment of the that 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 is hereby (a) Any Member from time to time designated by the “Board (with such Member’s consent) shall 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 is 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; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and at the direction, of the Boardto expend Company funds for professional services reasonably incurred in connection therewith. The Partnership Representative shall have the authority to designate from time to time appoint a “designated individual” in accordance with the requirements of Proposed Treasury Regulation Section 301.6223-1(b), as applicable. Each Unitholder agrees to act cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. The Partnership Representative shall keep the Board informed on behalf a current basis with respect to the status of all such examinations and proceedings, and the Partnership Representative as such shall not, without the prior approval of the Board, (i) commence any judicial proceeding (including a petition in the United States Tax Court or corresponding administrative body of a state, local or foreign jurisdiction), (ii) settle or consent to a final determination (within the meaning of Section 1313(a) of the Code and any corresponding state, local or foreign Tax law) with respect to Taxes, (iii) consent to an extension of, or waive, any statute of limitations for the assessment of any Tax, or (iv) take any other action binding on the Company or its Members that could reasonably be expected to have a material adverse effect on the Company or any Member or its constituents. (b) Subject to Section 4.5 hereof, but notwithstanding any other provision to the contrary in this Agreement, (i) with respect to any “imputed underpayment” pertaining to the Company within the meaning of Section 6225 of the Code, the Partnership Representative shall make a timely election under Section 6226(a) of the Code, and (ii) each Unitholder shall be liable for and, promptly upon demand by the Partnership Representative, pay to the Company such Unitholder’s share of any imputed underpayment of tax imposed on Unitholders in their capacities as such and any interest and penalties relating thereto imposed on the Company as a result of any partnership adjustment or other proceeding with substantially similar effect under the Partnership Tax Audit Rules; for the avoidance of doubt, the immediately preceding clause (ii) applies only to U.S. federal income taxes and related interest and penalties imposed under the Partnership Tax Audit Rules and state and local income taxes and related interest and penalties imposed under state and local tax laws or regulations that conform to or operate in substantially the same manner as the Partnership Tax Audit Rules with respect to any imputed underpayment and related interest and penalties. (c) 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 indemnify the Partnership Representative. Each Member agrees that any action taken Representative for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Partnership Representative in connection with audits any administrative or judicial proceeding (i) with respect to the Tax liability 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 and/or (ii) with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by Tax liability of 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 Unitholders 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 operations of the Class A Members, shall appoint a new Partnership RepresentativeCompany. The Partnership Representative may resign at any time. The Company provisions of this Section 8.3 shall reimburse survive 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 termination of the Company or the termination of any entity that is treated as transparent for Federal income tax purposes and Unitholder’s interest in which the Company owns an interest, and shall remain binding on the Partnership Representative shall use commercially reasonable efforts and take commercially reasonable action Unitholders for as long a period of time as is necessary to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by resolve with 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 Internal Revenue Service (or its underlying owners’similar state or local governmental authority) tax status or attributes or otherwise; provided that Cannae any and THL timely furnishes all matters regarding the Company all relevant information necessary to obtain such modification, and (ii) shall allocate the benefit taxation 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 lawUnitholders.

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 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 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) With respect to Taxable Years beginning on or before December 31, 2017, the Corporation is hereby designated the “Partnership Representative” and shall serve as Tax Matters Partner of the partnership representative (as defined Company, within the meaning given to such term in Section 6223 6231 of the CodeCode (the Corporation, in such capacity, the “Tax Matters Partner”) 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, howeverand to expend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees to cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. The Tax Matters Partner shall promptly deliver to each of the other Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service relating to or reasonably expected to result in an adjustment of Company items, and keep each of the Members advised of all material developments with respect to any proposed adjustments which come to its attention. The Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service, in each case, without the affirmative written consent of each of (i) the Bank Member Representative, if such settlement or agreement would reasonably be expected to have a material and adverse impact on any current or former Bank Member in a manner that disproportionately and adversely affects such Bank Member as compared with either the Refinitiv Member or the Manager, and (ii) the Refinitiv Member. (b) With respect to Taxable Years beginning after December 31, 2017, pursuant to the Revised Partnership Audit Provisions, the Corporation shall be designated and may, on behalf of the Company, at all times any time, and without further notice to or consent from any Member, act as the Partnership Representative shall serve “partnership representative” of the Company, within the meaning given to such term in Section 6223 of the Code (the Corporation, in such capacity under capacity, the oversight, and at the direction, “Partnership Representative”) for purposes of the BoardCode. The Partnership Representative shall have the authority right and obligation to designate from time to time a “designated individual” to act on behalf of take all actions authorized and required, respectively, by the Code for the Partnership Representative, and such designated individual shall be subject is authorized and required to replacement by the Partnership Representative. Each Member agrees that any action taken by the Partnership Representative in connection with audits of represent 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) in connection with all examinations of the Company’s affairs by tax authorities, make its employees including resulting administrative and outside tax professionals available judicial proceedings, and to Black Knight as expend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees to cooperate with the Company and to do or refrain from doing any or all things reasonably requested by Black Knight the Company with respect to assist and advise Black Knight in connection with its duties as the Partnership Representativeconduct of such proceedings. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the The Partnership Representative shall (a) inform promptly deliver to each Member of administrative the other Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service relating to or judicial proceedings for the reasonably expected to result in an adjustment of Company items required to be taken into account by a Member for income tax purposesitems, (b) furnish a copy and keep each 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 Members advised of all material developments with Cannae and THL on its approach respect to any such proceedings. If Black Knight ceases proposed adjustments which come 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 Representativeits attention. The Partnership Representative may resign at not settle any time. The Company shall reimburse administrative or judicial proceeding or enter into any agreement (including extending the Partnership Representative for any expenses that period of limitations) with the Partnership Representative incurs Internal Revenue Service, in connection with its obligations as each case, without 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 affirmative written consent of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shallthe Bank Member Representative (so long as at least one current or former Bank Member was a Member during the tax period for which the proceeding relates), at Cannae if such settlement or agreement would reasonably be expected to have a material and THL’s expense, use reasonable best efforts to obtain adverse impact on any available “modification” on account of Cannae current or former Bank Member in a manner that disproportionately and THL’s (adversely affects such Bank Member as compared with either Refinitiv Member 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 modificationManager, and (ii) shall allocate the benefit of such modification Refinitiv Member (so long as the Refinitiv Member was a Member during the tax period for which the relevant proceeding relates). Notwithstanding anything herein to Cannae or THL. Neither the contrary, the Partnership Representative nor (x) shall make the designated individual shall be liable election provided by Section 6226 of the Code (a “Push-Out Election”) with respect to any notice of final partnership adjustment issued by the Internal Revenue Service (the “IRS”) to the Company reflecting imputed underpayments totaling $500,000 or more, and (y) shall be permitted to make a Push-Out Election with respect to any other notice of final partnership adjustment for which such election is available; provided, that, if 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 Company does not constitute gross negligenceintend to make a Push-Out Election with respect to an audit, fraud the Company shall cooperate with any Member, upon such Member’s request, to seek the modifications described in Section 6225(c)(2)(B) of the Code with respect to adjustments proposed by the IRS that are properly allocable to such Member. (c) With respect to last sentence of Section 9.03(a) and the penultimate sentence of Section 9.03(b), if (i) the Bank Member Representative was not a Member during the tax period for which the tax proceeding relates, or a willful violation (ii) there is no current Bank Member Representative, then the Plurality Bank Member at the commencement of lawthe Taxable Year or years for which the relevant tax proceeding relates shall be the Bank Member Representative for purposes of such proceeding. With respect to any audit or proceeding, if the Bank Member Representative does not meet the condition of clause (ii) of the previous sentence, such Bank Member Representative shall be entitled to appoint the current or former Bank Member that meets such condition as its replacement, with the consent of the Manager.

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 (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership 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 any designated individual shall 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 time doing any or all things reasonably requested by the Company with respect to time a 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 all reasonable expenses, including legal and accounting fees, incurred by the PR or designated individual in its capacity as such. (b) In the event of an audit by the Internal Revenue Service, or another applicable taxing authority, the PR shall be permitted to make, on a timely basis and to the extent permissible under applicable law, the election provided by Section 6226(a) of the Partnership Representative, and such designated individual shall be subject Tax Audit Rules 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 a “partnership adjustment” 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 an adjustment of Company items required to be taken into account by each Unitholder in accordance with Section 6226(b) of the Partnership Tax Audit Rules. If the election under Section 6226(a) of the of the Partnership Tax Audit Rules is made, each Unitholder who was a Member Unitholder of the Company for U.S. federal income tax purposes, purposes for the “reviewed year” (bwithin the meaning of Code Section 6225(d)(1) furnish a copy of each notice or other communication received by the Partnership Representative from Tax Audit Rules) shall take such adjustment into account as required under Section 6226(b) of the IRS Partnership Tax Audit Rules and shall be liable for any related tax, interest, penalty, addition to each Membertax, except such notices or communications as are sent directly to such Member by the IRS and additional amounts. (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 of an audit by the Company Internal Revenue Service or other applicable taxing authority, if the PR does not or is liable otherwise unable to make the election provided by Section 6226(a) of the Partnership Tax Audit Rules as noted above, the PR shall allocate the burden of any taxes (including, for Federal income taxesthe avoidance of doubt, including interest and penalties thereon, pursuant to any “imputed underpayment” within the meaning of Section 6225 of the Code (and/or any successor provisions theretoPartnership Tax Audit Rules), with respect to any adjustment resulting from a Federal income tax audit of penalties, interest and related expenses imposed on the Company or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, pursuant 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 Tax Audit Rules among the Unitholder to whom such amounts are attributableattributable (whether as a result of their status, actions, inactions or otherwise), as reasonably determined by the Partnership Representative taking into account PR and each Unitholder shall promptly upon request from the CodeManager (and in any event within five days of such request) reimburse the Company in full for the entire amount the PR determines to be attributable to such Unitholder. The Company will also be allowed to recover any amount due from such Unitholder pursuant to this Section 7.4(c) from any distribution otherwise payable to such Unitholder pursuant to this Agreement. Solely for purposes of determining the current Unitholder(s) to which any taxes or other amounts are attributable under this provision, Regulations references to any Unitholder in this Section 7.4(c) shall include a reference to each Person that previously held the Units currently held by such Unitholder (but only to the extent of such Person’s interest in such Units). (d) The PR is authorized to, and other applicable guidance thereon shall follow principles (to the extent available) similar to those set forth in Section 7.4(a), Section 7.4(b) and Section 7.4(c) with respect to any audits by state, local, or foreign tax authorities and any tax liabilities that result therefrom. (e) This Section 7.4 shall be interpreted to apply to Members and former Members and shall survive the transfer of a Member’s Units, the termination of this Agreement, and the applicable facts termination, dissolution, liquidation 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 winding up 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 (a) The Manager shall cause the Company to take all necessary actions required by Law to designate the Corporation as the “partnership representative” of the Company as provided in Section 6223(a) of the Code, and if the “partnership representative” is an entity, the Corporation is hereby designated authorized to designate an individual to be the sole individual through which such entity “partnership representative” shall act (in such capacities, including in similar capacities under analogous provisions of state or local Law, collectively, the “Partnership Representative” ”). Subject to Section 9.03(b), the Partnership Representative shall have the right and shall serve as obligation to take all actions authorized and required by the partnership representative Code and Treasury Regulations (as defined in Section 6223 and analogous provisions of the Code) and any similar role under any similar state or local law Law) for the Partnership Representative 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 any 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 Representativeexpend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees that any action taken by to cooperate with the Company and the Partnership Representative in connection with audits of and to do or refrain from doing any or all things reasonably requested by 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 or the treatment of the item on the Company’s return and that such Member shall not independently act Partnership Representative with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by conduct of such proceedings. (b) Without limiting 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 (ai) inform each Member give prompt written notice (in any event, with ten (10) days), to the Original Unitholder Representative of administrative the commencement of any audit or judicial proceedings for other tax proceeding with respect to the adjustment of Company items required to be taken into account by under the Revised Partnership Audit Provisions (a Member for income tax purposes“Specified Audit”), (bii) furnish keep the Original Unitholder Representative reasonably informed of the material developments and status of any such Specified Audit. (iii) permit the Original Unitholder Representative (or its designee) to participate (including using separate counsel), in each case at the holders of Original Units’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Unitholder Representative of receipt of a copy notice of each notice a final partnership adjustment (or other communication received by the Partnership Representative from the equivalent under applicable Laws) or a final decision of a court or IRS to each Member, except such notices Appeals panel (or communications as are sent directly equivalent body under applicable Laws) with respect 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 RepresentativeSpecified Audit. The Partnership Representative may resign at or the Company shall promptly provide the Original Unitholder Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any timetaxing authority in connection with such Specified Audit and shall give the Original Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Corporation) and material adverse effect on the holders of Original Units without the Original Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (c) Without limiting the generality of the foregoing, with respect to any audit or other proceeding, the Partnership Representative shall, if requested by the Original Unitholder Representative, 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 the Members shall cooperate to the extent reasonably requested by the Company in connection therewith. (d) The Company shall reimburse the Partnership Representative for any all reasonable 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 provisions of this Section 9.03 shall survive 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 transfer 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 termination of any partnership adjustment resulting from an income tax audit Member’s interest in any Units 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 termination of this Agreement and does not constitute gross negligencethe termination of the Company, fraud or a willful violation shall remain binding on each Member for the period of lawtime necessary to resolve all tax matters relating to the Company, and shall be subject to the provisions of the Tax Receivable Agreement, as applicable.

Tax Controversies. Black Knight (a) 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 Code) Code (and any similar role under any similar analogous provision of state or local law tax law) (the “Partnership Representative”). With respect to tax periods ending on or prior to December 31, 2017, the Managing Member (or its permitted designee) shall act as the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (and any analogous provision of state or local tax law) as in effect during such tax period (the “Tax Matters Member”). For each tax period in which the Partnership Representative is an entity, the Company shall appoint an individual identified by the Partnership Representative for such tax period to act on its behalf (the “Designated Individual”). (b) The Partnership Representative, the Tax Matters Member, or the Designated Individual, 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 and to expend Company funds for professional services reasonably incurred in connection therewith. Each holder of Units agrees to cooperate with the Company and to do or refrain from doing any or all times things reasonably requested by the Company with respect to the conduct of such proceedings. Nothing herein shall be construed to restrict the Partnership Representative shall serve Representative, the Tax Matters Member, or the Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative, the Tax Matters Member or the Designated Individual in such capacity under the oversight, and at the direction, of the Boarddischarging its duties hereunder. The Partnership Representative shall have the authority to designate from time to time a “designated individual” to act on behalf None of the Partnership Representative, and such designated individual the Tax Matters Member or Designated Individual shall be subject liable to replacement by the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 8.3 absent (i) willful breach of any provision of this Section 8.3 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative, the Tax Matters Member or Designated Individual, as applicable. (c) The Partnership Representative, Tax Matters Member, or Designated Individual, 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, Tax Matters Member or Designated Individual) shall have any right to participate in any such examinations, audits or other proceedings. Each Member hereby agrees that to (i) take such actions as may be required to effect the designation of the Managing Member (or its designee) as the Partnership Representative, Tax Matters Member, or Designated Individual, (ii) to cooperate to provide any action taken information or take such other actions as may be reasonably requested by the Partnership Representative in connection with audits order to determine whether any Imputed Underpayment Amount may be modified pursuant to Section 6225(c) of the Code, and (iii) in the event the Company shall makes an election under Section 6226 of the Code (and any analogous provision of state or local tax law), to take such actions as may be binding upon necessary or desirable to allow the Company to comply with the requirements of such election so that any “partnership adjustments” (as defined in Section 6241(2) of the Code) are taken into account by the 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 former Members rather than the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting . Notwithstanding the Companyforegoing, 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 Tax Matters Member, except such notices or communications as are sent directly and the Designated Individual shall be subject 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 control 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, Managing Member 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 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 Managing 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 (a) Subject to the provisions hereof, the Managing Member is hereby designated as the “Partnership Representativepartnership 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 Code (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 BoardRepresentative”). 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 accordance with the treatment of the item on the Company’s return Code 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. Treasury Regulations. (b) 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 give prompt written notice to the other Members 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 any and all notices it receives from the IRS to each Member, except such notices Internal Revenue Service or communications as are sent directly to such Member by any other taxing authority concerning 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 tax matters of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any timeCompany. 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 Partnership Representative shall not agree to extend the event that the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 statute of the Code (and/or any successor provisions thereto), limitations with respect to any adjustment resulting from a Federal income tax audit partnership items of the Company without the consent of all of the Members. No Member shall take any other action with respect to a partnership level audit item which would be binding on the other Member in computing its liability for taxes (or any entity that is treated as transparent for Federal income tax purposes and in which the Company owns an interest, penalties or additions to tax) without the consent of the other Members. 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 not 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 individualRepresentative, 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. (c) The Partnership Representative may cause the Company to, with the consent of the Members, make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action such as filings, disclosures and notifications necessary to effectuate such election for each year for which the election may be made. If the election described in the preceding sentence is not available and to the extent applicable, if the Company receives a notice of final partnership adjustment as described in Section 6226 of the Code the Partnership Representative may, with the consent of the Members, cause the Company to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by the Company and take other action such as filings, disclosures and notifications necessary to effectuate such election. If the election under Section 6226(a) is not made, then the Company shall make any payment required pursuant to Section 6225 and the Members shall have the obligations set forth in Section 9.5. The Members shall reasonably cooperate with the Company and the Partnership Representative, and undertake any action reasonably requested by the Company, in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative.

Tax Controversies. Black Knight is hereby ‌ (a) Pursuant to the Revised Partnership Audit Provisions, USCo shall be designated and may, on behalf of the Company, at any time, and without further notice to or consent from any Member, act as the “Partnership Representativepartnership representative” and shall serve as of the partnership representative Company (as defined within the meaning given to such term in Section 6223 of the Code) (the “Partnership Representative”) for purposes of the Code. The Partnership Representative shall designate an individual satisfying the requirements of Treasury Regulations section 301.6223-1(b)(3) to serve as the sole individual through which it will act in its capacity as the Partnership Representative. 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 (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 to expend Company funds for professional services reasonably incurred in connection therewith. Each Member 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 shall have keep all Members fully advised on a current basis of any contacts by or discussions with the tax authorities. The Partnership Representative shall consult in good faith with the OjO Representative prior to settlement or other resolution with respect to any audit, controversy or other dispute with a taxing authority relating 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 Pass-Through Taxes that any action taken by the Partnership Representative in connection controls. Nothing herein shall diminish, limit or restrict the rights of any Member under the Revised Partnership Audit Provisions. (b) Notwithstanding contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 9.03(a)), Xxx Xxxxx or the designee of such Person (the “OjO Representative”), shall control any examination, audit, controversy or proceeding with audits respect to any taxable year or portion thereof of the Company ending prior to the date hereof that is subject to the Revised Partnership Audit Provisions. The OjO Representative shall be binding upon such Members have the right 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 obligation to take all actions authorized and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Companyrequired, unless previously authorized to do so in writing respectively, by the Partnership Representative, which authorization may be withheld by Code for the Partnership OjO Representative in its sole discretion. The and is authorized and required to represent the Company shall, (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, make its employees including resulting administrative and outside tax professionals available judicial proceedings, and to Black Knight as expend Company funds for professional services reasonably incurred in connection therewith, in each case that are subject to this Section 9.03(b). Each Member agrees to cooperate with the OjO Representative and to do or refrain from doing any or all things reasonably requested by Black Knight the OjO Representative with respect to assist the conduct of such proceedings. The OjO Representative shall keep all Members fully advised on a current basis of any contacts by or discussions with the tax authorities. Nothing herein shall diminish, limit or restrict the rights of any Member under the Revised Partnership Audit Provisions. (c) Notwithstanding contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 9.03(a) and advise Black Knight (b)), 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 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) shallincluding, 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 if the Partnership Representative or designated individualOjO Representative (as applicable) so determines, by means of 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 amended by the case may be, Revised Partnership Audit Provisions. The Members agree to cooperate in good faith; provided , including without limitation by timely providing information requested by the Partnership Representative or OjO Representative (as applicable) and making elections and filing amended returns requested by the Partnership Representative or OjO Representative (as applicable), and by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence. The Company shall make any payments it may be required to make under the Revised Partnership Audit Provisions and, in the Partnership Representative’s or OjO Representative’s (as applicable) reasonable discretion in consultation with the affected Person(s), 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 such act reflects the current or omission is not former Members’ respective interests in willful violation the Company for that year and any other factors taken into account in determining the amount of the payment. The provisions contained in this Agreement Section 9.03 shall survive the dissolution of the Company and does not constitute gross negligence, fraud the withdrawal of any Member or a willful violation the transfer of lawany Member’s interest in the Company and shall apply to any current or former Member.

Tax Controversies. Black Knight is hereby designated (a) The “partnership representative” within the “Partnership Representative” and shall serve as the partnership representative (as defined in Section 6223 meaning 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 authoritiesPartnership Tax Audit Rules, 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 will be a Person designated from time to time a “designated individual” to act on behalf of by the Partnership Representative, Board and such designated individual shall be subject to replacement by the Board (any Person who is designated as the “partnership representative” is referred to herein as the “Partnership Representative”). Each The Partnership Representative will use commercially reasonable efforts to inform each Member agrees of all significant U.S. federal tax controversy matters that any may come to its attention in its capacity as Partnership Representative by giving notice thereof and will forward to each Member copies of all significant written communications from the IRS it may receive in that capacity in respect of such matter. (b) The Partnership Representative will take no action taken without the authorization of the Board, other than such action as may be required by law, and will take such actions as the Board may authorize and direct. Any cost or expense incurred by the Partnership Representative in connection with audits of its duties, including 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 preparation for 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 pursuance of administrative or judicial proceedings for the adjustment of Company items required to proceedings, will be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other communication received paid 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 Company. (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 will not enter into any time. The Company shall reimburse extension of the Partnership Representative period of limitations for any expenses that making assessments on behalf of the Partnership Representative incurs in connection with its obligations as Members without first obtaining the Partnership Representative. In consent of the event that Board. (d) If the Company is liable for Federal income taxes, including interest and penalties thereon, pursuant subject to any tax liabilities under Section 6225 of the Code (and/or and any successor provisions theretosimilar state and local authority), the Board will allocate among the Members any tax liability imposed under Code Section 6225 in a manner it determines to be fair and equitable taking into account any modifications attributable to a Member pursuant to Code Section 6225(c) (if applicable) and any similar state and local authority. To the extent that a portion of the tax liabilities imposed under Code Section 6225 for a prior year relates to a former Member, the Company may require a former Member to indemnify the Company for its allocable portion of such Tax. Each Member acknowledges that, notwithstanding the Transfer or redemption of all or any portion of its Member Interest, pursuant to this Section 9.3(d) it may remain liable for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such Transfer or redemption, as applicable, under Code Section 6225, or any similar state or local provisions. The Members acknowledge and agree that the Partnership Representative will be permitted to take any actions to avoid taxes being imposed on the Company or any of its subsidiaries under the Partnership Tax Audit Rules. (e) Any Member that is in dispute with any tax authority in relation to a matter relating to the Company will notify the Partnership Representative within 30 days or as promptly as practicable thereafter following the occurrence of the dispute, and if the Partnership Representative reasonably determines that the matter is of material relevance to the tax position of the Company, such Member will consult in good faith with the Partnership Representative as to how that dispute is to be handled. Any Member that enters into a settlement agreement 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, item will notify the Partnership Representative shall use commercially reasonable efforts of such settlement agreement 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 its terms within 30 days after the date of settlement. Each Member will provide the Partnership Representative taking into account any tax information reasonably requested (including providing information in connection with Code Section 743) so that the CodePartnership Representative can implement the provisions of this Section 9.3 (including by making any election permitted hereunder), Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the can file any tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit return of the Company, and can conduct any tax audit or similar proceeding of 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 lawCompany.

Tax Controversies. Black Knight Unless and until another Member is hereby designated as the partnership representative by the Board, the partnership representative of the Company as provided in the Treasury Regulations under Code Section 6223 and any analogous provisions of state or local law shall be as specified by the Board, and in such capacity is referred to as 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 initially be Parent. On behalf of the authority Company, the Partnership Representative (or its designee) shall subject to designate from time the approval of the Board be permitted to time a appoint any “designated individual” permitted under Treasury Regulations Sections 301.6223-1 and 301.6223-2 or any successor regulations or similar provisions of tax law, and unless the context otherwise requires, any reference to act the Partnership Representative in this Agreement includes any such designated individual. The Partnership Representative and the designed individual shall be entitled to be reimbursed by the Company for all out-of-pocket costs and expenses incurred as a result of acting as the Partnership Representative and designated individual in connection with any proceeding involving the Company and to be indemnified by the Company (solely out of Company assets) with respect to any action brought against it as a result of acting as Partnership Representative or designated individual in connection with the resolution or settlement of any such proceeding. Notwithstanding the preceding sentence, the Partnership Representative or designated representative shall not be entitled to indemnification for such costs and expenses if such person has not acted in good faith. Each Member hereby agrees (i) to take such actions as may be required to effect Parent’s designation as the Partnership Representative, and on behalf of the Company, the Partnership Representative’s appointment(s) (and replacements) of any applicable “designated individual,” (ii) to cooperate to provide any information or take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) and any corresponding provision of applicable state or local law, and (iii) to, upon the request of the Partnership Representative, either file any amended U.S. federal income tax return and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that pay any action taken by the Partnership Representative tax due in connection with audits such tax return, or undertake the alternative “pull-in” procedure, in accordance with Code Section 6225(c)(2) and any corresponding provision of applicable state or local law. The provisions of this Section 8.3 and a Member’s obligation to comply with this Section 8.3 shall survive any liquidation and dissolution 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 the transfer, assignment or liquidation of such Member’s income tax return with Company Interest. Notwithstanding 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 thereunderforegoing, the Partnership Representative (including, for the avoidance of doubt, any designated individual) shall not: (a) inform each Member of administrative or judicial proceedings for settle disputes with the adjustment of Company items required to be taken into account by a Member for income tax purposesInternal Revenue Service, (b) furnish a copy extend the statute of each notice limitations for any taxes, 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 take any such proceedings. If Black Knight ceases to be other significant action affecting 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 liability 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 circumstancesMembers (including, including without limitation, undertaking the tax status, action or inaction of each Member. In “pull-in procedure” in accordance with Code Section 6225(c)(2)) without the case of any partnership adjustment resulting from an income tax audit prior consent 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 lawBoard.

Tax Controversies. Black Knight is hereby designated the “Partnership Representative” and shall serve as the partnership representative (as defined in Section 6223 of the Codea) 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 General Partner shall have the authority to designate from time to time a “designated individual” to act on behalf the Tax Matters Partner (as defined in Section 6231 of the Partnership Representative, and such Code). General Partner is initially designated individual the Tax Matters Partner. The Tax Matters Partner shall be subject have the authority to replacement by extend the Partnership Representative. Each Member agrees that any action taken by statute of limitations for assessment of tax deficiencies against 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 Partners with respect to adjustments to Partnership's federal, state, local or foreign tax audits returns, and to the extent provided in Sections 6221 through 6231 of the Code, to represent Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax litigation matters affecting Partnership and the CompanyPartners in their capacities as partners of Partnership, unless previously authorized and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of Partnership and the Partners; PROVIDED that, to the extent any such extension, agreement, election or document might have a material effect on any Partner, such Partner must consent in writing to such extension, agreement, election or document and the Tax Matters Partner must reasonably consult with such Partner in any discussions or negotiations with the relevant taxing authority associated with such agreement or document. Each Partner agrees to cooperate with General Partner and the Tax Matters Partner and to do so in writing or refrain from doing any or all things reasonably required by General Partner and the Partnership RepresentativeTax Matters Partner and to conduct such proceedings. Notwithstanding the foregoing, which authorization may the Tax Matters Partner shall not be withheld by the Partnership Representative in its sole discretion. The Company shall, permitted to control any contest (including at the Company’s expense, make its employees and outside tax professionals available audit level) relating to Black Knight as reasonably requested by Black Knight any item which could result in a payment under the Tax Indemnity Agreement unless such Tax Matters Partner has provided to assist and advise Black Knight each Beneficiary a written statement acknowledging that none of the events described in connection with its duties as Section 6 of 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 Tax Indemnity Agreement is relevant to be taken into account by a Member for income tax purposes, such contest. (b) The Tax Matters Partner shall keep each Partner informed of all administrative and judicial proceedings, as required by Section 6223(g) of the Code, and shall furnish each Partner who so requests in writing a copy of each notice or other communication related to Partnership's taxes 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 Tax Matters Partner in its capacity as either Tax Matters Partner. If any Partner intends to file a notice of inconsistent treatment under Section 6222(b) of the Code, such Partner shall, prior to the filing of such notice, provide Notice to the Tax Matters Partner of such intent and the manner in which the Partner's intended treatment of Partnership Representative item is (or designated individual, as the case may be, in good faith; provided ) inconsistent with the treatment of 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 lawitem by Partnership.

Tax Controversies. Black Knight is hereby designated the “Partnership Representative” and (a) Buyer shall serve as the partnership representative promptly notify Sellers upon receipt by Buyer or any Affiliate of Buyer (as defined in Section 6223 including each member of the CodeCompany Group after the Closing) and of written notice of any inquiries, claims, assessments, audits or similar role events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar state or local law and is authorized and required event, other than any Section 338(h)(10) Controversy, a “Tax Matter”). Sellers’ Representative, at Sellers’ sole expense, shall have the authority to represent the Company (at the Company’s expense) in connection with all examinations interests of each member of the Company’s affairs by tax authoritiesCompany Group with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense, compromise or other resolution of any Tax Matter, including resulting administrative responding to inquiries, filing Tax Returns and judicial proceedingscontesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that at all times the Partnership Sellers’ Representative shall serve in such capacity under not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects the oversightTax Liability of Buyer, 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 member of the Company owns an interestGroup or any affiliate of the foregoing for any period ending after the Closing Date without the prior written consent of Buyer, the Partnership which consent shall not be unreasonably conditioned, withheld or delayed. Sellers’ Representative shall use commercially reasonable efforts keep Buyer fully and take commercially reasonable action timely informed with respect to allocate any such taxesthe commencement, 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 status and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case nature of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) Tax Matter. Sellers’ Representative 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 , allow Buyer to make comments to Sellers’ Representative, regarding the conduct of or positions taken in any such act or omission is not in willful violation of this Agreement and proceeding. (b) If Sellers’ Representative does not constitute gross negligenceelect to control a Tax Matter as provided in Section 7.10(a), fraud Buyer shall have the exclusive authority to control such Tax Matter. Buyer shall not enter into any settlement of, or a willful violation otherwise compromise, any such Tax Matter that would adversely affect Sellers without the prior written consent of lawSellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed.

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 Company Representative in connection with audits of the Company if such action is not permitted by law. (c) The Company Representative shall have the right to make on behalf of the Company any and all elections and take any and all actions that are available to be withheld made or taken by the Partnership Company Representative or the Company under the Tax Audit Rules and the Members shall take such actions requested by the Company Representative consistent with any such elections (d) The Company Representative may in its sole discretion. The discretion elect under Section 6226 of the Code to cause the Company shall, at to issue adjusted IRS Schedule K-1 (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the adjustment year as an alternative to the Company’s expensepayment of an Imputed Tax Underpayment for any tax year. If the Company Representative does so elect, 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 shall comply with the applicable requirements under subchapter C of administrative or judicial proceedings for chapter 63 of the adjustment of Code. (e) The 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 shall fully reimburse 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 Company Representative for any reason, and all costs and expenses incurred as a result of acting as the Class A Members, by a vote of a Majority in Interest Company Representative. Except with the permission of the Class A MembersCompany Representative, no Member shall appoint take a new Partnership Representative. The Partnership Representative may resign at position on any time. The Company shall reimburse the Partnership Representative for tax return or other filing with 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 tax authority (and/or any successor provisions thereto), or court) with respect to any adjustment resulting from a Federal income tax audit an item of the Company income, gain, loss, deduction 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 credit attributable to the Company that is in consistent with the Company’s treatment of such item on its tax return or request an administrative adjustment under Section 6222(c) of 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 lawCode.