SBA Paycheck Protection Program

The Economic Aid Act was signed into law on December 27, 2020, and includes certain changes to the Round One loan forgiveness process. The forgiveness process for First Draw and Second Draw loans remains subject to further clarification by the SBA.

If the SBA does not forgive a PPP loan in whole or in part, for whatever reason, borrowers will be responsible for repaying the principal and interest on the loan(s) or any part thereof that is not forgiven. Please continue to check for program updates from the U.S. Treasury Department and Small Business Administration.

Forgiveness Application Resources

When you apply for loan forgiveness, the following resources and information have been designed to help you prepare for submitting your forgiveness application and supporting documentation.

• Knowledge Center: Detailed overview of the Paycheck Protection Program and loan forgiveness process, answers to frequently asked questions, and more.
• Borrower Reference Guide: Step-by-step instructions and best practices for completing your online application in the Loan Forgiveness Portal for both Round One and Round Two loan forgiveness. 
  • For loans over $150,000
  • For loans of $150,000 and under
• April 2021 Webinar Presentation: Overview of the latest PPP rules, application process and documentation requirements. Please note, this webinar was dedicated to Round One loan forgiveness.
  • For loans over $150,000
  • For loans of $150,000 and under
  
  

These resources offer considerations based on the SBA’s loan forgiveness applications and the forgiveness guidelines for the PPP as currently understood. It is very important to take note that the SBA may issue further guidance with respect to loan forgiveness. 

Borrowers must continue to consult with their tax, accounting and legal advisors while completing the Loan Forgiveness Application and all related schedules and worksheets. First Republic is providing informational resources to help support clients through the process, but cannot provide tax, accounting or legal advice.

Important Information on the Small Business Administration (“SBA”) Paycheck Protection Program

First Republic cannot guarantee forgiveness of your PPP loan, and loan forgiveness is subject in all respects to the Loan Forgiveness Application and PPP regulations. Forgiveness of your PPP loan is only available for eligible payroll costs and other eligible uses of loan proceeds during the applicable covered period under the PPP regulations. Forgiveness of your PPP loan is not automatic, and you must request it. You are required to provide the completed Loan Forgiveness Application and documentation in accordance with the Loan Forgiveness Application and PPP regulations and certify that the requested loan forgiveness amount qualifies under the PPP regulations, in addition to complying with such further processes, procedures and requirements that First Republic may require in connection with the PPP loan, permitted uses of proceeds and forgiveness of such loan.

First Republic will not apply for loan forgiveness for you, and you are responsible for understanding the PPP regulations applicable to loan forgiveness. First Republic will, through its online portal, intake your Loan Forgiveness Application and supporting documentation and confirm your application is complete before requesting approval from the SBA on your behalf. The actual processes for loan forgiveness applications are subject to change; and you may be required to resubmit your Loan Forgiveness Application and supporting documentation in the future in order to comply with any changes to the application process and procedures. You are required to submit any and all information, consents, forms and documentation that First Republic requests as a condition to First Republic submitting an application for forgiveness. Any potential continuation of your PPP Loan payments being deferred prior to receiving an SBA decision on your Loan Forgiveness Application is contingent on your submission of a complete Loan Forgiveness Application and supporting documentation to First Republic. First Republic has 60 days to review your Loan Forgiveness Application and supporting documents to determine, among other things, that your Loan Forgiveness Application is complete.

First Republic is not advising you on your eligibility for your PPP loan, the Loan Forgiveness Application, the PPP regulations, loan forgiveness or any other aspect of the PPP. It is your sole responsibility to determine and certify as to your eligibility for loans and loan forgiveness and compliance with the Loan Forgiveness Application and PPP regulations.

You will remain responsible under the PPP loan for any amounts not forgiven, for whatever reason. The SBA and First Republic will rely upon your information and certifications in all respects. If any such information or certification is not correct, or you do not qualify for the loan or loan forgiveness, you remain liable to First Republic (or any subsequent holder of your note) and the SBA for repayment of the loan.

You further acknowledge and agree that you have not relied on First Republic in connection with your review, analysis or implementation of the PPP regulations or Loan Forgiveness Application, including with respect to permitted uses of PPP loan proceeds or any determination or decision in connection with the forgiveness of a PPP loan; you have reviewed the PPP regulations and Loan Forgiveness Application and consulted with your own legal, tax, financial and other advisors regarding the PPP regulations, the PPP loan and forgiveness of the PPP loan; you and your affiliates will comply with all PPP regulations applicable to the PPP loan, including with respect to permitted uses of loan proceeds and forgiveness of such loan.

You agree to release, indemnify and hold harmless First Republic from and against all claims, costs, expenses, damages and liabilities (including reasonable attorney’s fees) that may be instituted or asserted against or incurred by First Republic in connection with or arising out your PPP loan, including, without limitation, with respect to any determinations, denials or actions taken or not taken in respect of forgiveness of your PPP loan.

Any information provided herein reflects our understanding of the Loan Forgiveness Application and PPP regulations as of the date hereof. The Loan Forgiveness Application and PPP regulations are subject to change and uncertainty as to application. First Republic has no obligation to update information or to provide you any supplemental information for any changes made to or further guidance provided with respect to the Loan Forgiveness Application or PPP regulations after the date hereof or otherwise. First Republic is providing any information for convenience purposes only. You are responsible for determining eligibility for the PPP loan and forgiveness, filling out the Loan Forgiveness Application and providing true and correct information to First Republic. You are solely responsible for your use of any information and ensuring that you comply with the Loan Forgiveness Application and PPP regulations.

First Republic is not acting as your advisor in determining whether you qualify for a PPP loan or for loan forgiveness, whether the information you have previously provided to First Republic or provide with your Loan Forgiveness Application is correct, or otherwise. That is your responsibility. First Republic and the SBA are relying on you, as the borrower, to determine whether you qualify for the loan or for loan forgiveness and whether the calculations and information provided are accurate and complete. While any information included here is based on the current Loan Forgiveness Application and the applicable PPP regulations, such information is provided for convenience purposes only.

The Economic Aid Act was signed into law on December 27, 2020 (together with the CARES Act, the “PPP Acts”), and established an additional $284 billion in PPP funding to assist eligible small businesses that continued to face hardships during the pandemic.

Forgiveness

According to the SBA, the First Draw loans made to eligible borrowers qualify for full loan forgiveness if during the 8-to-24-week covered period following loan disbursement:

• Employee and compensation levels are maintained (or applicable safe harbors are satisfied).
• The loan proceeds are spent on payroll costs and other eligible expenses.
• At least 60% of the proceeds are spent on payroll costs.
• The borrower otherwise complies with all the requirements of the PPP relating to loan forgiveness.

The forgiveness process remains subject to further clarification by the SBA. Furthermore, if the SBA does not forgive a PPP loan in whole or in part, for whatever reason, you will be responsible for repaying the principal and interest on the loan(s) or any part thereof that is not forgiven. Please continue to check for program and eligibility updates from the U.S. Treasury Department and Small Business Administration.

Resources

The following resources are designed to support our PPP borrowers:

• Knowledge Center: Detailed overview of the Paycheck Protection Program, process, answers to frequently asked questions, and more
• Loan Forgiveness: Our resources page dedicated to Round One and Round Two loan forgiveness

Loan Eligibility

According to the PPP Acts, the following entities were eligible for First Draw loans:

• Sole proprietors, independent contractors and self-employed persons
• Eligible small business concerns that met the SBA’s size standards (either the industry size standard or the alternative size standard)
• Eligible businesses, 501(c)(3) nonprofit organizations, 501(c)(19) veterans’ organizations or tribal business concerns (sec. 31(b)(2)(C) of the Small Business Act) with 500 or fewer employees
• 501(c)(6) nonprofit organizations, housing cooperatives and certain destination marketing organizations with 300 or fewer employees
• Businesses with a NAICS code that began with 72 (Accommodations and Food Services) that had more than one physical location and employs less than 500 people per location

In addition, First Draw applicants must:

• Have been in operation as of February 15, 2020, and continue to be in operation
• Certify in good faith that a PPP loan was necessary to support ongoing operations due to the economic uncertainty

The maximum loan amount for First Draw loans remained at the lesser of $10 million or 2.5 times an organization’s average monthly payroll cost for 2019 or 2020.

Further Considerations

General considerations:

• Interested borrowers were responsible for determining that they were eligible under all applicable PPP rules, including the SBA’s regulations, guidance and standard operating procedures. The SBA’s affiliation rules might have applied in determining eligibility.
• The above information is not a complete list or summary of all eligibility rules and requirements. Interested borrowers were responsible for reviewing and analyzing the SBA regulations, guidance and operating procedures carefully to assess whether they were eligible for a First Draw loan.
• Interested borrowers had to be mindful that they were making the following attestations to the federal government:   
  • That they were eligible under program rules (including rules regarding real estate businesses, hedge funds and private equity firms, affiliation, access to liquidity, publicly traded entities, etc.)
  • That this loan request was necessary to support their ongoing operations due to economic uncertainty
  • That the information, including the attestations above, were true and correct
• Knowingly making a false certification in the PPP application is punishable under the law. If the applicant had incorrectly made any certification in a pending or accepted loan application, the applicant must withdraw their application or cancel their PPP loan, as applicable.
• We anticipate that the SBA will continue its current process of making loan information public pursuant to its Freedom of Information Act (FOIA) process. This information may include names of the borrowers (and their officers, directors, stockholders or partners) and the amount of the loan.

Considerations for Schedule C filers:

• The SBA provided guidance in its March 3, 2021, Interim Final Rule stating that only individuals and businesses that filed IRS Form 1040, Schedule C, had the option to count their owner compensation replacement based on either: 
  • Net profits reported in Schedule C, as previously provided, or
  • Gross income, as an additional option reported in Schedule C.
• The option to calculate the loan amount based on gross income was only available for borrowers whose PPP loan had not yet been approved and funded. This option was not retroactive according to the SBA’s rules, and borrowers that had already received a PPP loan might not have increased their loan amount based on the gross-income-based calculations.
• The SBA had issued rules providing that First Draw applicants who reported greater than $150,000 in their IRS Form 1040, Schedule C, tax filing for gross income would not benefit from the loan necessity safe harbor, and such borrowers might have been subject to further review by the SBA to verify that the PPP loan was necessary to support the borrowers’ ongoing obligations.

  
  

Considerations for real estate businesses:

• The SBA had confirmed that certain real estate businesses were ineligible for PPP loans, including those primarily engaged in (a) subdividing real property and developing it for resale, (b) owning or purchasing real estate and leasing it for any purpose, and (c) apartment buildings and other residential facilities (other than nursing homes, assisted-living facilities and hotels, and eligible housing cooperatives). 
• In addition, the SBA had confirmed that property management companies that owned interests in real estate were also not eligible.
• However, if an applicant was in the real estate industry and was primarily engaged in providing services, like property management or brokering leases, without also owning those properties for which those services were provided, they were likely eligible.

Considerations for nonprofit organizations:

• Eligible nonprofits included 501(c)(3) organizations, 501(c)(6) organizations, 501(c)(19) veterans’ organizations and tribal business concerns. Nonprofit organizations that were not tax-exempt under IRC sections 501(c)(3), 501(c)(6) or 501(c)(19), such as trade associations, advocacy organizations, unions and social clubs, were not eligible.

Considerations for venture or private equity backed businesses:

• Small businesses were generally defined as a business concern with no more than 500 employees; however, the SBA’s “affiliation” rules required that an applying business aggregated employees of any affiliates to its total. If a venture or private equity fund was deemed to be affiliated with the business applying, all businesses owned by such fund might be aggregated with the applying businesses’ employee count.

Considerations for publicly traded companies:

• Publicly traded companies were not eligible for PPP loans.

Considerations for hedge funds, venture capital firms and private equity firms:

• Hedge funds, venture capital firms and private equity firms were not eligible to receive a PPP loan.

Important Information on the Small Business Administration (“SBA”) Paycheck Protection Program

First Republic is providing this information for convenience purposes only. Applicant is responsible for determining eligibility, filling out the application, and for providing true and correct information to First Republic. First Republic is not acting as Applicant’s advisor in determining whether Applicant qualifies for a loan, whether the information Applicant provides is correct, or otherwise. That is Applicant’s responsibility. First Republic and the SBA are relying on Applicant, as the borrower, to determine whether Applicant qualifies and whether the calculations and information provided is accurate and complete. While the headings and information included here are based on the applicable PPP regulations, such headings and information are provided for convenience purposes only. Applicant is solely responsible for its use of this information and ensuring that it complies with the PPP rules and regulations.

The SBA is making the PPP loans available on a “first-completed, first-served” basis. Given the strong expected demand, and uncertainties with the SBA process, documentation requirements and program requirements, there may be delays in processing your application or the disbursement of funding upon application approval. Delays in processing your application may also arise in the event that the SBA issues one or more hold codes or compliance check error messages in connection with your application or any first round loan you received (collectively, “hold code issues”). All hold code issues must be resolved to First Republic’s and the SBA’s satisfaction; and, if your application is subject to any hold code issues, you must respond to all requests for additional information from First Republic and/or the SBA prior to your application being approved and prior to the related loan being disbursed.

First Republic is not committing to lend these funds, and First Republic cannot guarantee applications to the PPP will be accepted by the SBA, that any applicable hold code issues will be resolved, or that there will be adequate government funding to serve such strong expected demand. First Republic also cannot guarantee subsequent forgiveness of any loan amounts, which is subject to the PPP regulations and SBA approval.

In addition to making PPP loans directly, First Republic anticipates referring clients to one or more partners. In the event of any such referral, the partners (and not First Republic) will be solely responsible for determining your eligibility for a PPP loan, for resolving any hold code issues, and all further actions with respect to any PPP loan (including application processing, origination, funding, servicing and forgiveness) will be the sole responsibility of the partners. First Republic makes no representation that any partner will have the capacity to make a PPP loan to you, and First Republic shall have no liability to you in the event that you are not able to obtain a PPP loan before the further amounts appropriated by Congress to the PPP loan program are depleted.

Neither First Republic nor any of the partners has analyzed or assessed any matters relating to your eligibility for a PPP loan or the amount of any PPP loan for which you may be eligible. Your referral to the partners is not a guaranty that you are eligible for a PPP loan or that you will receive a PPP loan from any of the partners or otherwise.

First Republic will not apply for a PPP loan for you, and the referral to the partners does not constitute an application for a PPP loan. You are solely responsible for complying with the processes, procedures and requirements of the partners with respect to your PPP loan application.

If the SBA does not forgive your PPP loan in whole or in part, for whatever reason, you will remain responsible to repay the principal and interest on the loan or any part thereof that is not forgiven. 

Any PPP loan made to you is subject in all respects to applicable legislation and the requirements, rules, regulations, procedures and guidance concerning the PPP promulgated by the SBA and other regulators (PPP Regulations). The PPP Regulations are subject to regulatory uncertainty and may change from time to time. You are required to comply with and be bound by all PPP Regulations in all respects, including with respect to permitted uses of PPP loan proceeds and requirements applicable to loan forgiveness.

First Republic is not acting as your advisor in determining whether you qualify for a PPP loan or whether the information you may provide or the certifications that you may make are correct. That is your responsibility. You should consult with your own legal, tax, financial and other advisors regarding the PPP regulations, the PPP loan and forgiveness of the PPP loan.

First Republic shall have no liability to you, the Partners or any other person relating to any PPP loan made to you, any decision to not make a PPP loan to you or otherwise with respect to any forgiveness or servicing of any PPP loan that may be made to you; and you release First Republic from all such liabilities.

The Economic Aid Act was signed into law on December 27, 2020, and established an additional $284 billion in PPP funding to assist eligible small businesses that continued to face hardships during the pandemic.

Forgiveness

The forgiveness process for Second Draw loans remains subject to further clarification by the SBA. Furthermore, if the SBA does not forgive a Round One or Round Two PPP loan in whole or in part, for whatever reason, you will be responsible for repaying the principal and interest on the loan(s) or any part thereof that is not forgiven. Please continue to check for program and eligibility updates from the U.S. Treasury Department and Small Business Administration.

Resources

The following resources are designed to support our PPP borrowers:

• Knowledge Center: Detailed overview of the Paycheck Protection Program
• Loan Forgiveness: Our resources page dedicated to Round One and Round Two loan forgiveness

Loan Eligibility

According to the PPP Acts, certain entities were eligible for Second Draw loans, provided they fulfilled the following (and other) PPP requirements:

• Were an eligible business concern, nonprofit organization, self-employed individual, sole proprietor, independent contractor or other eligible entity
• Had been in operation as of February 15, 2020, and continued to be in operation
• Employed 300 or fewer employees (the SBA’s affiliate rules apply when calculating total employees, subject to certain exceptions noted in the Economic Aid Act and the PPP rules implemented by the SBA)
• Demonstrated a 25% decline in gross revenue over applicable measurement periods. For loans of $150,000 and under, no supporting documentation was required at the time of application to support the revenue decline condition. Such documentation was required on or before the borrower applied for forgiveness (or was otherwise requested by the SBA). For loans greater than $150,000, supporting documents acceptable to the SBA were required with the application in order to support the revenue decline condition.
• Were not a business primarily engaged in political or lobbying activities, a business with certain connections to the People’s Republic of China or an ineligible business under 13 CFR §120.110 (other than nonprofit organizations and certain religious organizations)
• Certified in good faith that a PPP loan was necessary in order to support ongoing operations due to the economic uncertainty (see below for additional eligibility considerations)
• Were eligible for a Round One loan, received a Round One loan and used the full amount of that loan on eligible expenses before the Second Draw loan was disbursed (and we noted that eligibility for the Round One loan would be reconfirmed in connection with our review of Second Draw applications)

Eligible borrowers that satisfied the foregoing and other applicable PPP requirements (including as might be further implemented, supplemented or clarified by the SBA) might apply for a maximum loan amount equal to the lesser of $2 million or 2.5 times average monthly payroll as calculated over applicable measurement periods (or for restaurants, hotels or other NAICS Code 72 businesses, 3.5 times the average monthly payroll as calculated over applicable measurement periods).

Further Considerations

General considerations:

• Interested borrowers were responsible for determining that they were eligible under all applicable PPP rules, including the SBA’s regulations, guidance and standard operating procedures. The SBA’s affiliation rules might have applied in determining eligibility.
• The above information is not a complete list or summary of all eligibility rules and requirements. Interested borrowers were responsible for reviewing and analyzing the SBA regulations, guidance and operating procedures carefully to assess whether they were eligible for a Round 2 loan.
• Interested borrowers had to be mindful that they were making the following attestations to the federal government: 
• That they were eligible under program rules (including rules regarding real estate businesses, hedge funds and private equity firms, affiliation, access to liquidity, publicly traded entities, etc.)
• That this loan request was necessary to support their ongoing operations due to current economic uncertainty
• That the information, including the attestations above, were true and correct
• Knowingly making a false certification in the PPP application is punishable under the law. If an applicant had incorrectly made any certification in a pending or accepted loan application, the applicant must withdraw their application or cancel their PPP loan, as applicable.
• We anticipate that the SBA will continue its current process of making loan information public pursuant to its Freedom of Information Act (FOIA) process. This information might include names of the borrowers (and their officers, directors, stockholders or partners) and the amount of the loan.
• Please be aware that PPP lenders had received messages from the SBA stating that certain submitted applications were on hold. These holds might relate to a variety of scenarios and would require documentation by the borrower to evidence the SBA’s identified error had been resolved. This additional process might delay the SBA from issuing such borrowers with an SBA loan number. In the event that your application became subject to a hold, you were encouraged to respond to all supplemental information requests promptly, as your application might not be processed until the SBA resolves the related hold issues.
  
   

Considerations for Schedule C filers:

• The SBA provided guidance in its March 3, 2021, Interim Final Rule stating that only individuals and businesses that file IRS Form 1040, Schedule C, had the option to count their owner’s compensation replacement based on either: 
  • Net profits reported in Schedule C, as previously provided, or
  • Gross income, as an additional option reported in Schedule C.
• The option to calculate the loan amount based on gross income was only available for borrowers whose PPP loan had not yet been approved and funded. This option was not retroactive according to the SBA’s rules, and borrowers that had already received a PPP loan might not have increased their loan amount based on the gross-income-based calculations.
• The SBA had issued rules providing that First Draw applicants who reported greater than $150,000 in their IRS Form 1040, Schedule C, tax filing for gross income would not benefit from the loan necessity safe harbor, and such borrowers might be subject to further review by the SBA to verify that the PPP loan was necessary to support the borrower’s ongoing obligations.

   

Considerations for real estate businesses:

• The SBA had confirmed that certain real estate businesses were ineligible for PPP loans, including those primarily engaged in (a) subdividing real property and developing it for resale, (b) owning or purchasing real estate and leasing it for any purpose, and (c) apartment buildings and other residential facilities (other than nursing homes and assisted-living facilities/hotels).
• In addition, the SBA had confirmed that property management companies that own interests in real estate were also not eligible.
• However, if an applicant was in the real estate industry and was primarily engaged in providing services, like property management or brokering leases, without also owning those properties for which those services are provided, they were likely eligible.

Considerations for nonprofit organizations:

• Eligible nonprofits include 501(c)(3) organizations, 501(c)(19) veterans’ organizations, and tribal business concerns. Nonprofit organizations that were not tax-exempt under IRC sections 501(c)(3) or 501(c)(19), such as trade associations, advocacy organizations, unions and social clubs, were not eligible.

Considerations for venture or private equity backed businesses:

• The SBA’s “affiliation” rules required that an applying business aggregated employees of any affiliates to its total. If a venture or private equity fund was deemed to be affiliated with the business applying, all businesses owned by such fund might be aggregated with the applying businesses employee count.

Considerations for publicly traded companies:

• Publicly traded companies were not eligible for PPP loans.

Considerations for hedge funds, venture capital firms and private equity firms:

• Hedge funds, venture capital firms and private equity firms were primarily engaged in investment or speculation, and such businesses were therefore ineligible to receive a PPP loan.

Important Information on the Small Business Administration (“SBA”) Paycheck Protection Program

First Republic is providing this information for convenience purposes only. Applicant is responsible for determining eligibility, filling out the application, and for providing true and correct information to First Republic. First Republic is not acting as Applicant’s advisor in determining whether Applicant qualifies for a loan, whether the information Applicant provides is correct, or otherwise. That is Applicant’s responsibility. First Republic and the SBA are relying on Applicant, as the borrower, to determine whether Applicant qualifies and whether the calculations and information provided is accurate and complete. While the headings and information included here are based on the applicable PPP regulations, such headings and information are provided for convenience purposes only. Applicant is solely responsible for its use of this information and ensuring that it complies with the PPP rules and regulations.

The SBA is making the PPP loans available on a “first-completed, first-served” basis. Given the strong expected demand, and uncertainties with the SBA process, documentation requirements and program requirements, there may be delays in processing your application or the disbursement of funding upon application approval. Delays in processing your application may also arise in the event that the SBA issues one or more hold codes or compliance check error messages in connection with your application or any first round loan you received (collectively, “hold code issues”). All hold code issues must be resolved to First Republic’s and the SBA’s satisfaction; and, if your application is subject to any hold code issues, you must respond to all requests for additional information from First Republic and/or the SBA prior to your application being approved and prior to the related loan being disbursed.

First Republic is not committing to lend these funds, and First Republic cannot guarantee applications to the PPP will be accepted by the SBA, that any applicable hold code issues will be resolved, or that there will be adequate government funding to serve such strong expected demand. First Republic also cannot guarantee subsequent forgiveness of any loan amounts, which is subject to the PPP regulations and SBA approval.

In addition to making PPP loans directly, First Republic anticipates referring clients to one or more partners. In the event of any such referral, the partners (and not First Republic) will be solely responsible for determining your eligibility for a PPP loan, for resolving any hold code issues, and all further actions with respect to any PPP loan (including application processing, origination, funding, servicing and forgiveness) will be the sole responsibility of the partners. First Republic makes no representation that any partner will have the capacity to make a PPP loan to you, and First Republic shall have no liability to you in the event that you are not able to obtain a PPP loan before the further amounts appropriated by Congress to the PPP loan program are depleted.

Neither First Republic nor any of the partners has analyzed or assessed any matters relating to your eligibility for a PPP loan or the amount of any PPP loan for which you may be eligible. Your referral to the partners is not a guaranty that you are eligible for a PPP loan or that you will receive a PPP loan from any of the partners or otherwise.

First Republic will not apply for a PPP loan for you, and the referral to the partners does not constitute an application for a PPP loan. You are solely responsible for complying with the processes, procedures and requirements of the partners with respect to your PPP loan application.

If the SBA does not forgive your PPP loan in whole or in part, for whatever reason, you will remain responsible to repay the principal and interest on the loan or any part thereof that is not forgiven. 

Any PPP loan made to you is subject in all respects to applicable legislation and the requirements, rules, regulations, procedures and guidance concerning the PPP promulgated by the SBA and other regulators (PPP Regulations). The PPP Regulations are subject to regulatory uncertainty and may change from time to time. You are required to comply with and be bound by all PPP Regulations in all respects, including with respect to permitted uses of PPP loan proceeds and requirements applicable to loan forgiveness.

First Republic is not acting as your advisor in determining whether you qualify for a PPP loan or whether the information you may provide or the certifications that you may make are correct. That is your responsibility. You should consult with your own legal, tax, financial and other advisors regarding the PPP regulations, the PPP loan and forgiveness of the PPP loan.

First Republic shall have no liability to you, the Partners or any other person relating to any PPP loan made to you, any decision to not make a PPP loan to you or otherwise with respect to any forgiveness or servicing of any PPP loan that may be made to you; and you release First Republic from all such liabilities.