Amended Tax Returns. Unless otherwise required by applicable Law, Buyer will not cause or permit the Partnership to # file or amend or otherwise modify any Tax Return that relates in whole or in part to any Tax period that ends before the Closing Date, # make or change any election for, or that has any retroactive effect to, any Tax period that ends before the Closing Date, # voluntarily approach any Tax Authority with respect to any Tax period that ends before the Closing Date or any Taxes attributable to any such period, or # extend or waive the statute of limitations with respect to any Tax period that ends before the Closing Date, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld.

. Without the prior written consent of the Seller, neither the Buyer nor any Affiliate thereof shall: # file, re-file, supplement, or amend any Tax Returns with respect to the activity of the Company for any taxable period ending on or prior to the Closing Date, # voluntarily approach any taxing authority regarding any Taxes or Tax Returns with respect to the activity of the Company that were originally due on or prior to the Closing Date, or # take any action relating to Taxes that could create a Tax liability for the Company or the Seller for any taxable period ending on or prior to the Closing Date.

Tax Periods Ending Before the Closing Date. Buyer will prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns for the Partnership and its Subsidiaries for all Tax periods ending on or prior to the Closing Date that are filed after the Closing Date. Buyer will provide Seller with copies of any such Tax Returns for Seller’s reasonable review and comment, # at least thirty (30) Business Days prior to the due date hereof (giving effect to any extensions thereto) in the case of income Tax Returns and # as soon as practicable in the case of all other Tax Returns.

. Without the prior written consent of the Seller Representative, neither the Buyer nor any Affiliate thereof shall: # file, re-file, supplement, or amend any Tax Returns with respect to the activity of the Company for any taxable period ending on or prior to the Closing Date, # voluntarily approach any taxing authority regarding any Taxes or Tax Returns with respect to the activity of the Company that were originally due on or prior to the Closing Date, or # take any action relating to Taxes that could create a Tax liability for the Company or the Sellers for any taxable period ending on or prior to the Closing Date.