Borrower Representative shall provide prompt written notice of (i) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges by any Credit Party or any of its Subsidiaries in connection with any IRS or other Governmental Authority audit or investigation, in each case, in respect of taxes or other liabilities (except for the filing by or on behalf of any Credit Party of any voluntary disclosure agreement or similar document, and any related filings, during the period ending on the first anniversary of the Closing Date, with respect to sales and use taxes attributable to any taxable period ending on or before the Closing Date) in excess of $1,500,000 or which could reasonably be expected to have a Material Adverse Effect and (ii) any agreement by any Credit Party or any of its Subsidiaries or request directed to any Credit Party or any of its Subsidiaries to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which would reasonably be expected to have a Material Adverse Effect.