Common use of PPP Loan Clause in Contracts

PPP Loan. (a) Seller has provided Buyer that certain Note (the “PPP Note”), dated May 5, 2020, made by the Company in favor of Customers Bank (the “PPP Lender”) in the original principal amount of $66,117.00 (the “PPP Loan”). The Parties acknowledge and agree that Sellers and/or their agents have made repeated attempts to contact the PPP Lender (and/or its partners) in order to: (a) obtain the PPP Lender’s written consent to the transactions contemplated by this Agreement prior to the Closing Date, and (b) comply with the “change of ownership” requirements set forth in SBA Procedural Notice 5000-20057, Paycheck Protection Program Loans and Changes of Ownership, effective October 2, 2020 (as amended or further clarified, the “SBA Consent Guidance”) prior to the Closing Date (collectively, (a) and (b), the “PPP Consents”), and that the PPP Lender and its partners have not made themselves available for any discussion with Sellers. The Parties further acknowledge and agree that the consummation of the transactions contemplated by this Agreement (y) will be an event of default under the PPP Loan because the PPP Lender (or its partners) will not have consented to the change of ownership of the Company prior to the Closing Date and (z) do not comply with requirements set forth in the SBA Consent Guidelines and thus such transactions will be a breach of such SBA Consent Guidelines (including failure to obtain SBA consent to the transactions contemplated herein). (b) The Buyer shall retain sole right and authority to pursue any appeal or other action in respect of or in response to any limitation or denial of forgiveness in respect of the total amount that is due and outstanding under the PPP Loan, including the total principal and all accrued interest and any fees due thereon (the “PPP Escrow Amount”). From and after the Closing Date, the Buyer shall, and shall cause its affiliates (including, the Company after the Closing) to, execute and deliver true, accurate and complete additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably necessary to comply with the Paycheck Protection Program administered by the U.S. Small Business Administration (the “PPP”) in connection with the PPP Loan and effectuate the forgiveness of the PPP Loan (“PPP Loan Forgiveness”) in accordance with the requirements of the PPP and any related or applicable laws (including with respect to any audit, review or investigation by the SBA or the PPP Lender (or its partners)). The Buyer shall keep the Sellers promptly informed of, and promptly provide the Sellers with all documentation and correspondence with respect to, all material activity concerning compliance with the PPP as it relates to the PPP Loan and

PPP Loan. (a) Seller has provided Buyer Borrowers have advised Administrative Agent and Lenders that certain Note (the “PPP Note”), dated May 5, 2020, made by the Company in favor of Customers Bank (the “PPP Lender”) in the original principal amount of $66,117.00 (the “PPP Loan”). The Parties acknowledge and agree that Sellers and/or their agents have made repeated attempts to contact the PPP Lender (and/or its partners) in order to: (a) obtain the PPP Lender’s written consent to the transactions contemplated by this Agreement prior to the Closing Date, and (b) comply with the “change of ownership” requirements set forth in SBA Procedural Notice 5000-20057, Paycheck Protection Program Loans and Changes of Ownership, effective October 2, 2020 (as amended or further clarified, the “SBA Consent Guidance”) prior to the Closing Date (collectively, (a) and (b), the “PPP Consents”), and that the PPP Lender and its partners have not made themselves available for any discussion with Sellers. The Parties further acknowledge and agree that the consummation of the transactions contemplated by this Agreement (y) will be S&W Seed obtained an event of default under the unsecured PPP Loan because the PPP Lender (or its partners) will not have consented to the change of ownership of the Company prior to the Closing Date and (z) do not comply with requirements set forth in the SBA Consent Guidelines and thus such transactions will be a breach of such SBA Consent Guidelines (including failure to obtain SBA consent to the transactions contemplated herein). (b) The Buyer shall retain sole right and authority to pursue any appeal or other action in respect of or in response to any limitation or denial of forgiveness in respect of the total amount that is due and outstanding under the PPP Loan, including the total principal and all accrued interest and any fees due thereon (the “PPP Escrow Amount”). From and after the Closing Date, the Buyer shall, and shall cause its affiliates (including, the Company after the Closing) to, execute and deliver true, accurate and complete additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably necessary to comply with the Paycheck Protection Program administered from CIBC Bank guaranteed by the U.S. Small Business Administration (“SBA”). S&W Seed hereby represents, warrants, covenants and agrees that it has and will continue to use the proceeds thereof solely for the allowable uses set forth in Section 7(a)(36)(F) of the Small Business Act (15 U.S.C. 636(a)), as amended by the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) (the foregoing is referred to as the “PPPPPP Loan Transaction”). Borrowers hereby represent, warrant covenant and agree to the following: (a) S&W Seed shall use the proceeds of the PPP Loan solely for the allowable uses set forth in Section 7(a)(36)(F) of the Small Business Act (15 U.S.C. 636(a)), as amended by the CARES Act and shall comply in all other respects with the applicable requirements of the Small Business Act, the CARES Act and any and all promulgations thereunder; (b) at no time shall any liens on assets of any Borrower or any other Loan Party be granted to secure the PPP Loan without further written consent by Administrative Agent in its sole discretion; (c) at no time shall any Loan Party guaranty the PPP Loan without further written consent by Administrative Agent in its sole discretion; (d) prior to its receipt of PPP Loan proceeds, S&W Seed obtained consents from all holders of Subordinated Debt and/or any other lenders to S&W Seed in which the agreements with such holders and lenders thereunder prohibit or could be construed to prohibit the PPP Loan Transaction. Borrowers shall provide Lender with copies of all such consents, each in form and substance satisfactory to Administrative Agent; (e) upon request by Administrative Agent, each Borrower shall promptly deliver to Administrative Agent true, correct and complete copies of any documentation executed in connection with the PPP Loan Transaction; (f) all financial covenants, pricing provisions and effectuate any other agreements that exist between Borrowers, Administrative Agent and Lenders that would be affected by the PPP Loan Transaction (including, without limitation, any such covenant, provision or agreement that would vary based on the amount of debt outstanding or the effect of forgiveness of all or a portion of the PPP Loan) shall be calculated and interpreted as if the PPP Loan had not been incurred until Administrative Agent agrees otherwise or such covenants, provisions and other agreements have been amended in accordance herewith. Notwithstanding the foregoing, Administrative Agent, Lender and Borrowers hereby acknowledge and agree that (i) the PPP Loan shall be considered Debt for all purposes of the Loan Agreement upon the first to occur of (a) the SBA has made a final determination of the amount of the PPP Loan (“PPP Loan Forgiveness”) that is forgiven in accordance with the requirements CARES Act, in which case the unforgiven portion of the PPP and any related Loan shall be deemed Debt as of the date of such determination, or applicable laws (including with respect to any auditb) March 31, review or investigation by 2021, in which case the SBA or the PPP Lender (or its partners)). The Buyer shall keep the Sellers promptly informed of, and promptly provide the Sellers with all documentation and correspondence with respect to, all material activity concerning compliance with the PPP as it relates to unforgiven portion of the PPP Loan shall be deemed Debt as of such date, (ii) under no circumstances will the PPP Loan or the forgiveness of all or any portion of the PPP Loan be deemed to increase Borrowers’ EBITDA under the Loan Agreement for any purposes, and (iii) S&W Seed has recorded the PPP Loan on its books as a government grant; and (g) except as expressly amended by any other supplemental documents or instruments executed by Borrowers or Lender in order to effectuate the PPP Loan Transaction, the terms and conditions of the Loan Agreement and other Loan Documents shall remain unmodified and shall continue in full force and effect.’

PPP Loan. (a) Seller The Company shall use reasonable best efforts to obtain forgiveness of the PPP Loan prior to Closing. If, at Closing, the PPP Loan has provided Buyer that certain Note (the “PPP Note”)not yet been forgiven, dated May 5, 2020, made by the Company in favor of Customers Bank (the “PPP Lender”) in the original principal amount of $66,117.00 (the “PPP Loan”). The Parties acknowledge and agree that Sellers and/or their agents have made repeated attempts to contact shall execute an escrow agreement with the PPP Lender (and/or its partners) in order to: (a) obtain the PPP Lender’s written consent to the transactions contemplated by this Agreement prior to the Closing Date, and (b) comply with the “change of ownership” requirements set forth in SBA Procedural Notice 5000-20057, Paycheck Protection Program Loans and Changes of Ownership, effective October 2, 2020 (as amended or further clarified, the “SBA Consent Guidance”) prior to the Closing Date (collectively, (a) and (b), the “PPP Consents”), and that the PPP Lender and its partners have not made themselves available for any discussion with Sellers. The Parties further acknowledge and agree that the consummation of the transactions contemplated by this Agreement (y) will be an event of default under the PPP Loan because the PPP Lender (or its partners) will not have consented to the change of ownership of the Company prior to the Closing Date and (z) do not comply with requirements set forth in the SBA Consent Guidelines and thus such transactions will be a breach of such SBA Consent Guidelines (including failure to obtain SBA consent to the transactions contemplated herein). (b) The Buyer shall retain sole right and authority to pursue any appeal or other action in respect of or in response to any limitation or denial of forgiveness in respect of the total amount that is due and outstanding under the PPP Loan, including the total principal and all accrued interest and any fees due thereon (the “PPP Escrow AmountFund”). From and after the Closing Date, pursuant to which, among other things, the Buyer shall, and PPP Lender shall cause its affiliates (including, establish a cash collateral account in the name of the Company for release to the PPP Lender or the Company (prior to Closing) or Atlas (after the Closing) to), execute as applicable, in accordance with this Section 5.22 and deliver truethe escrow agreement, accurate and complete additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably necessary to comply with the Paycheck Protection Program administered by the U.S. Small Business Administration (the “PPP”) in connection with the forgiveness or non-forgiveness of the PPP Loan. In the event that any portion of the PPP Loan and effectuate is not forgiven (any such amount which is not forgiven, the “Unforgiven PPP Loan Amount”), the PPP Lender will be entitled to recover such Unforgiven PPP Loan Amount from the PPP Escrow Fund and, if such Unforgiven PPP Loan Amount is less than the amounts then in the PPP Escrow Fund (such remainder, the “PPP Escrow Remainder”), the PPP Lender will release the PPP Escrow Remainder to the Company (prior to Closing) or Atlas (after the Closing), as applicable. In the event the PPP Loan is forgiven in whole, the PPP Lender shall, in accordance with the Escrow Agreement, release to the Company (prior to Closing) or Atlas (after the Closing), as applicable, all amounts then contained in the PPP Escrow Fund. Notwithstanding anything to the contrary in the foregoing, in the event that forgiveness of the PPP Loan (“is not obtained and for any reason the PPP Loan Forgiveness”) Escrow Fund cannot be established and funded at Closing in accordance with this Section 5.22, the requirements of Company agrees that, prior to or at the PPP and any related or applicable laws (including with respect to any auditClosing, review or investigation by the SBA or Company shall repay in full the PPP Lender (or its partners)). The Buyer shall keep the Sellers promptly informed of, and promptly provide the Sellers with all documentation and correspondence with respect to, all material activity concerning compliance with the PPP as it relates to outstanding balance under the PPP Loan andand any and all prepayment penalties, premiums and breakage costs that become payable upon such repayment and any other fees or expenses outstanding thereunder.

PPP Loan. (a) Seller has provided Buyer that certain Note The application submitted by The Orchard Group, and all representations and certifications made by The Orchard Group or Sellers to lenders or any Governmental Authority, in connection with the PPP Loan were accurate, true and correct in all respects when made and did not contain any inaccuracies or omissions. The Orchard Group complied with all applicable Laws and were permitted by applicable Law to apply for, receive, and use the proceeds of the PPP Loan. The Orchard Group used the proceeds of the PPP Loan solely for the allowable uses set forth in the Paycheck Protection Program under the CARES Act and solely for the purposes permitted under the loan forgiveness guidelines issued by the Small Business Administration (the “PPP Note”), dated May 5, 2020, made by the Company in favor of Customers Bank (the “PPP Lender”) in the original principal amount of $66,117.00 (the “PPP Loan”). The Parties acknowledge and agree that Sellers and/or their agents have made repeated attempts to contact the PPP Lender (and/or its partners) in order to: (a) obtain the PPP Lender’s written consent to the transactions contemplated by this Agreement prior to the Closing Date, and (b) comply with the “change of ownership” requirements set forth in SBA Procedural Notice 5000-20057, Paycheck Protection Program Loans and Changes of Ownership, effective October 2, 2020 (as amended or further clarified, the “SBA Consent Guidance”) prior to the Closing Date (collectively, (a) and (b), the “PPP ConsentsSBA”), and that The Orchard Group has not taken any action which to the Knowledge of Seller would preclude, or failed to take such action as is required for, the full forgiveness of the PPP Loan, including any failure to properly maintain appropriate documentations and records in connection therewith. In the event the PPP Loan is forgiven, such forgiveness will to the Knowledge of Sellers, comply with the applicable Law in all respects. Without limiting the generality of the forgoing, in accordance with the SBA guidelines, prior to the Closing, Sellers and the Epic Companies have: (a) Notified the PPP Lender and its partners have not made themselves available for any discussion with Sellers. The Parties further acknowledge and agree that the consummation in writing of the transactions contemplated by this Agreement and provided the PPP Lender with a copy of this Agreement and the other documents that would effectuate the transactions contemplated by this Agreement; (yb) will Procured the PPP Lender’s written approval of the change of control and transactions contemplated by this Agreement (a copy of which has been provided to Buyer); (c) Completed a forgiveness application reflecting the Epic Companies’ use of all PPP Loan proceeds, and submitted the application, along with all required supporting documentation, to the PPP Lender, and a true and correct and complete copy of such application and supporting materials has been provided to Buyer; and (d) Established an interest-bearing PPP Blocked Account controlled by the PPP Lender. Schedule 4.22(d) sets forth the outstanding balance of the PPP Loan as of the Closing and the PPP Escrow Amount to be an event deposited by Buyer with the PPP Lender equal the amount of default outstanding PPP Indebtedness under the PPP Loan because the PPP Lender (or its partners) will not have consented to the change of ownership as of the Company prior to the Closing Date and (z) do not comply with requirements set forth in the SBA Consent Guidelines and thus such transactions will be a breach of such SBA Consent Guidelines (including failure to obtain SBA consent to the transactions contemplated herein)Closing. (b) The Buyer shall retain sole right and authority to pursue any appeal or other action in respect of or in response to any limitation or denial of forgiveness in respect of the total amount that is due and outstanding under the PPP Loan, including the total principal and all accrued interest and any fees due thereon (the “PPP Escrow Amount”). From and after the Closing Date, the Buyer shall, and shall cause its affiliates (including, the Company after the Closing) to, execute and deliver true, accurate and complete additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably necessary to comply with the Paycheck Protection Program administered by the U.S. Small Business Administration (the “PPP”) in connection with the PPP Loan and effectuate the forgiveness of the PPP Loan (“PPP Loan Forgiveness”) in accordance with the requirements of the PPP and any related or applicable laws (including with respect to any audit, review or investigation by the SBA or the PPP Lender (or its partners)). The Buyer shall keep the Sellers promptly informed of, and promptly provide the Sellers with all documentation and correspondence with respect to, all material activity concerning compliance with the PPP as it relates to the PPP Loan and

PPP Loan. (a) Seller has provided Buyer that certain Note (the “The PPP Note”), dated May 5, 2020, made by the Company Loan will not be paid off at Closing and will remain outstanding until it is either forgiven in favor of Customers Bank (the “PPP Lender”) in the original principal amount of $66,117.00 (the “PPP Loan”). The Parties acknowledge and agree that Sellers and/or their agents have made repeated attempts to contact the PPP Lender (and/or its partners) in order to: (a) obtain the PPP Lender’s written consent to the transactions contemplated by this Agreement prior to the Closing Date, and (b) comply accordance with the “change of ownership” requirements set forth in SBA Procedural Notice 5000-20057, Paycheck Protection Program Loans and Changes of Ownership, effective October 2, 2020 (as amended or further clarified, the “SBA Consent Guidance”) prior to the Closing Date (collectively, (a) and (b), the “PPP Consents”), and that the PPP Lender and its partners have not made themselves available for any discussion with Sellers. The Parties further acknowledge and agree that the consummation provisions of the transactions contemplated by CARES Act and/or paid in full after Closing pursuant to this Agreement (y) will be an event of default under the PPP Loan because the PPP Lender (or its partners) will not have consented to the change of ownership of the Company prior to the Closing Date and (z) do not comply with requirements set forth in the SBA Consent Guidelines and thus such transactions will be a breach of such SBA Consent Guidelines (including failure to obtain SBA consent to the transactions contemplated herein)Section 5.8. (b) The Prior to and after Closing, Buyer shall retain sole right and authority the Epic Companies, on the one hand, and Sellers’ Representative, on the other hand, will reasonably cooperate in good faith with respect to pursue any appeal or other action in respect of or in response to any limitation or denial of all communications and proceedings with the PPP Lender and the SBA regarding the PPP Loan and Epic Companies’ loan forgiveness in respect application, including the SBA’s and PPP Lender’s review of the total amount that PPP Loan application and the certifications made in connection therewith; the Epic Companies’ eligibility to participate in the Paycheck Protection Program under the CARES Act, together with any regulations and guidance promulgated thereunder; the amounts borrowed under the PPP Loan; the use of the PPP Loan proceeds; and the forgiveness of any PPP Loan proceeds. Such cooperation and assistance will include, without limitation, (i) the retention of any documentation related to the PPP Loan for at least six years after the date the PPP Loan is due forgiven or repaid in full, (ii) the delivery of any such documentation, upon request, and outstanding (iii) the cooperation and assistance with responses to the SBA’s and the PPP Lender’s questions and document requests in connection with the PPP Loan. The Epic Companies will engage in good faith efforts to obtain forgiveness of all principal and interest owed to the PPP Lender under the PPP Loan, including if and to the total extent that such forgiveness is permitted by the CARES Act. (c) If any amount of the principal and all accrued or interest and any fees due thereon owed to the PPP Lender under the PPP Loan is not forgiven (the “PPP Escrow Unforgiven Amount”). From and ) after the Closing Date, the Buyer shall, and shall cause its affiliates (including, the Company after the Closing) to, execute and deliver true, accurate and complete additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably necessary to comply with the Paycheck Protection Program administered Epic Companies have made commercially reasonable efforts permitted by the U.S. Small Business Administration (the “PPP”) in connection with the PPP Loan and effectuate the CARES Act to obtain forgiveness of the PPP Loan (“PPP Loan Forgiveness”) in accordance with the requirements of CARES Act, then (i) Buyer and, to the extent necessary, Sellers’ Representative, will cause to be released to the PPP and any related or applicable laws (including Lender from the Epic Companies PPP blocked account with respect to any audit, review or investigation by the SBA or the PPP Lender (or its partners)). The Buyer shall keep the Sellers promptly informed of, “PPP Blocked Account”) an amount of cash equal to the Unforgiven Amount and promptly provide the Sellers with all documentation and correspondence with respect to, all material activity concerning compliance with (ii) any remaining amount deposited in the PPP as it relates Blocked Account will be released to the Epic Companies; provided that if the remaining amount deposited in the PPP Blocked Account is insufficient to cover the Unforgiven Amount (the remaining outstanding amount, the “PPP Shortfall”), then Buyer may withhold from the Holdback Amount an amount equal to the PPP Shortfall, and Buyer will pay the PPP Shortfall to the PPP Lender to satisfy and discharge the PPP Loan. If the remaining portion of the Holdback Amount is for any reason insufficient to pay the PPP Shortfall, Buyer will be entitled to indemnification for such insufficient amount pursuant to Section 8.2(e). (d) If all principal and interest owed to the PPP Lender under the PPP Loan andis forgiven in its entirety, then the entire amount deposited in the PPP Blocked Account will be released to the Epic Companies within 72 hours of the Epic Companies providing Buyer written notice of loan forgiveness. (e) Any amount deposited in the PPP Blocked Account remaining following forgiveness of the PPP Loan and/or payment of the Unforgiven Amount in accordance with this Section 5.8 will be promptly released to the Epic Companies within 72 hours of the Epic Companies providing Buyer written notice of loan forgiveness. (f) With respect to any remaining amount deposited in the PPP Blocked Account that is released to Buyer / the Epic Companies under Section 5.8(c)(ii), such amount shall be used to pay bonuses to employees of the Epic Companies and Xxxxxxx may, in her sole discretion, designate bonuses to be paid to employees of the Epic Companies employed on the Closing Date and that remain employed by the Epic Companies, or Buyer or Buyer’s Affiliates, on the date the PPP Loan forgiveness is finally determined. The aggregate amount of any bonuses to be paid, including the employer’s share of payroll and similar taxes, shall not exceed the amount of such remaining amount that is released to Buyer / the Epic Companies. Xxxxxxx may recommend the specific individuals and specific amounts to be paid to such employees, which at her discretion may include Xxxxxxx herself. Xxxxxxx agrees to consult with Buyer about such determinations and consider in good faith any recommendations or requests from Buyer concerning the bonuses.

PPP Loan. (a) Seller has provided Buyer that certain Note (the “PPP Note”), dated May 5On or about September 28, 2020, made by Seller submitted to the Company in favor of Customers Bank (the “PPP Lender”) in the original principal amount of $66,117.00 (the “PPP Loan”). The Parties acknowledge Small Business Administration and agree that Sellers and/or their agents have made repeated attempts to contact the PPP Lender (and/or its partners) in order to: (a) obtain the PPP Lender’s written consent to the transactions contemplated by this Agreement prior to the Closing Date, and (b) comply with the “change of ownership” requirements set forth in SBA Procedural Notice 5000-20057, Paycheck Protection Program Loans and Changes of Ownership, effective October 2, 2020 (as amended or further clarified, the “SBA Consent Guidance”) prior to the Closing Date (collectively, (a) and (b), the “PPP Consents”), and that the PPP Lender and its partners have not made themselves available for any discussion with Sellers. The Parties further acknowledge and agree that the consummation an application seeking forgiveness of the transactions contemplated by this Agreement (y) will be an event entire amount of default principal and accrued interest outstanding under the PPP Loan because the PPP Lender (or its partners) will not have consented to the change of ownership of the Company prior to the Closing Date and (z) do not comply with requirements set forth in the SBA Consent Guidelines and thus such transactions will be a breach of such SBA Consent Guidelines (including failure to obtain SBA consent to the transactions contemplated herein). (b) The Buyer shall retain sole right and authority to pursue any appeal or other action in respect of or in response to any limitation or denial of forgiveness in respect of the total amount that is due and outstanding under the PPP Loan, including the total principal and all accrued interest and any fees due thereon (the “PPP Escrow Amount”). From and after the Closing Date, the Buyer shall, and shall cause its affiliates (including, the Company after the Closing) to, execute and deliver true, accurate and complete additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably necessary to comply with the Paycheck Protection Program administered by the U.S. Small Business Administration (the “PPP”) in connection with the PPP Loan and effectuate the forgiveness of the PPP Loan (“PPP Loan Forgiveness”) in accordance with the requirements CARES Act, which application reflects that all of the proceeds of the PPP Loan have been used by Seller for purposes permitted by the CARES Act. From and after the time of Seller’s receipt of written confirmation from the PPP Lender that there are no longer any related amounts outstanding under the PPP Loan (whether because of a final and binding determination granting the Loan Forgiveness by the SBA and the PPP Lender or applicable laws because the PPP Loan has been repaid using the funds in the PPP Deposit Account), Buyer shall consent to the release of the PPP DACA promptly following Seller’s request for consent; provided, that, Buyer shall not be required to provide such consent if there are one or more unresolved claims for adverse consequences pursuant to Section 8.01(a)(vii) until such time as any such claims have been fully resolved. (including b) In connection with respect the foregoing, none of Buyer nor any of its respective Affiliates shall have any obligations other than to (i) use Commercially Reasonable Efforts to cooperate with and respond to Small Business Administration or other Governmental Entity information requests in connection with any audit, inquiry, review or investigation other investigation, with such commercially reasonable cooperation and response including: (A) the retention and the provision of all records and information relating to the PPP Loan; and (B) making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder, including any employees involved in the application for and the administration of the PPP Loan, and (ii) keep Seller reasonably informed, subject to any applicable privilege or confidentiality concerns, of any such information requests in connection with the Small Business Administration forgiveness application. Each of Buyer and Seller shall retain all information provided to the Small Business Administration in connection with the PPP Loan in its files for six years after the date the PPP Loan is forgiven or repaid in full, and shall permit authorized representatives of the Small Business Administration (including representatives of its Office of Inspector General) to access such files upon request. Seller shall promptly provide any documentation or other information in connection with the PPP Loan to the extent requested by the SBA Small Business Administration or other Governmental Entity or otherwise reasonably requested by Buyer in connection with the PPP Loan. Without limiting the generality of the foregoing, none of Buyer nor any of its respective Affiliates shall have any express or implied obligations, to make payments or otherwise, in connection with the PPP Loan or the forgiveness application. (c) None of Buyer nor any of its respective Affiliates shall have any obligation to file an appeal of any determination from the PPP Lender (or its partners)). The Buyer shall keep the Sellers promptly informed of, and promptly provide the Sellers with all documentation and correspondence with respect to, all material activity concerning compliance with the PPP as it relates to Small Business Administration that the PPP Loan andis not eligible, in whole or in part, for forgiveness unless Seller: (i) prepares, at its own expense, the required documentation including if necessary the notice of appeal, the complaint, or any other filings for submission to the Small Business Administration;