Important update on the Paycheck Protection Program for business owners

Important updates on the Paycheck Protection Program

 

The Small Business Administration (SBA) is no longer accepting Paycheck Protection Program (PPP) loan applications.

 

For the latest information on PPP please visit the SBA website.

 

 

Our PPP Loan Forgiveness application is now available

 

Eligible clients can apply now for PPP loan forgiveness

 

Our PPP loan forgiveness portal is now open and includes a simplified forgiveness application for PPP loans of $150,000 or less. We will email clients with a link to access our loan forgiveness application over the coming weeks, when the application becomes available to them.

 

These FAQs are provided for your convenience. Please be sure to understand and comply with the guidance issued by the SBA.

 

Frequently Asked Questions

 

General

 

What is the Paycheck Protection Program (PPP)?

The Paycheck Protection Program is a federal relief program established by Congress and implemented by the U.S. Treasury Department and the Small Business Administration (SBA) with rules, requirements, protocols and processes that all participating banks, including Bank of America, must follow. The eligibility requirements are outlined for applicants on the U.S. Treasury and SBA websites.

 

For complete details, visit the SBA, U.S. Treasury Assistance for Small Business and U.S. Treasury FAQ websites.

 

How long will the process take from application to funding?

Your application will be processed as soon as possible and you'll be notified of your application status through email. We cannot provide this information through our Financial Centers or Contact Centers.

 

What counts as payroll costs?

Employee payroll costs consists of the following:

  • Compensation to employees (excluding compensation to employees whose principal place of residence is outside the United States) in the form of salary, wages, commissions, or similar compensation; cash tips or the equivalent (based on employer records of past tips or, in the absence of such records, a reasonable, good-faith employer estimate of such tips); excluding costs over $100,000 on an annualized basis, as prorated for the period during which payments are made or the obligation to make the payments is incurred, for each employee
  • Payment for vacation, parental, family, medical, or sick leave (except those paid leave amounts for which a credit is allowed under FFCRA Sections 7001 and 7003)
  • Allowance for separation or dismissal
  • Payment for the provision of employee benefits (including insurance premiums) consisting of group health care coverage, group life, disability, vision, or dental insurance, and retirement benefits
  • Payment of state and local taxes assessed on employee compensation

 

Owner Compensation for independent contractor or sole proprietor consists of wage, commissions, income or net earnings from self-employment or similar compensation, not to exceed a total of $100,000 in annual compensation, on an annualized basis.

 

Will Bank of America pay fees to third-party agents who have assisted clients with the preparation of PPP loan applications?

In the absence of a pre-loan approval written agreement between the agent and Bank of America, Bank of America does not pay fees or other compensation to agents who represent or assist borrowers through the Paycheck Protection Program.

 

Does Bank of America disclose the names of PPP recipients? Was my name disclosed by the SBA – or will it be in the future?

Bank of America does not publicly disclose the names or other information of clients who receive PPP loans. To learn more about disclosures by the SBA of PPP borrower information, please visit the SBA website or www.sba.gov/foia.

 

Loan forgiveness

 

How does the Economic Aid Act, signed into law on December 27, 2020, change the process for Economic Injury Disaster Loan (EIDL) Advance deductions?

The Economic Aid Act repealed the deduction of EIDL Advances from loan forgiveness amounts. According to guidance from the SBA:

 

  • The SBA will no longer deduct EIDL Advances from forgiveness amounts remitted to lenders, effective December 29, 2020.
  • For those loans where SBA has already deducted an EIDL Advance from a forgiveness remittance submitted to a lender, the SBA will automatically remit a reconciliation payment to that lender for the previously-deducted EIDL Advance amount, plus interest through the remittance date.
  • Bank of America will apply any reconciliation funds received from the SBA due to a previously-deducted EIDL Advance to the balance of the impacted PPP loan and communicate updated balance and payment information to the client.
  • To the extent you have repaid your outstanding PPP, which included a previously-deducted EIDL Advance amount, Bank of America will refund you this amount upon receipt of reconciliation funds received from the SBA.

 

How does new legislation change the PPP loan forgiveness process?

Legislation signed into law December 27, 2020, known as the Economic Aid Act, contained the following changes:

  • You now have the option to select a covered period which ends on a date that is at least 8 weeks following the date of loan disbursement, and not more than 24 weeks after the date of loan disbursement
  • Includes provisions that expand the list of allowable and forgivable expenses, which apply to existing PPP loans for which a borrower has not yet received forgiveness

 

The Paycheck Protection Program Flexibility Act, signed into law on June 5, 2020 contained the following requirements:

  • Your deferral period, during which payments on your loan will be deferred, will commence on the date on which your PPP loan was funded and end on (i) the date on which the amount of forgiveness as determined under section 1106 of the CARES Act is remitted to the Bank (or the date the SBA notifies us that no forgiveness is allowed) or (ii) the date which is ten (10) months after the last day of your “covered period” (as determined in accordance with Section 1106 of the CARES Act), if you have not applied for forgiveness by such date.
  • You must use at least 60% of funds for eligible payroll costs to qualify for full loan forgiveness, down from 75%
  • You can use up to 40% of funds for eligible nonpayroll costs, up from 25%

 

For additional details, please visit the SBA website.

 

When can I apply for loan forgiveness?

The simplified SBA Form 3508S is now available, in addition to the revised SBA Form 3508EZ and SBA Form 3508 applications. Eligible clients will receive an email with a link to access our loan forgiveness application when it becomes available to them.

 

As a reminder, based on the latest updates from the SBA, you now have more time to gather your documents and prepare your application. The timeframe for applying for loan forgiveness in the promissory note no longer applies.

 

For additional assistance with PPP loan forgiveness documentation, view our documentation guide.

 

How do I determine which application form I should use?

If your PPP loan is $150,000 or less, you will apply for loan forgiveness online through Bank of America using the simplified SBA Form 3508S.

 

If your PPP loan is more than $150,000, you will apply for loan forgiveness online through Bank of America using one of the following forms:

  • PPP EZ Loan Forgiveness Application (SBA Form 3508EZ)—for borrowers who can check at least one of the two boxes set forth in the application instructions.
  • PPP Loan Forgiveness Application (SBA Form 3508) — for borrowers who do not meet the requirements for using Form 3508EZ

 

For additional assistance with PPP loan forgiveness documentation, view our documentation guide

 

Do I need an Online Banking ID to access my PPP loan forgiveness application online?

Yes, you need a profile set up for CashPro, our digital banking solution.

 

If you don’t have one set up, please contact your Bank Representative.

 

How can I apply for PPP loan forgiveness if I cannot locate or deleted the email with instructions?

When you sign into CashPro and navigate to the PPP status page, you will see your Actions required and Forgiveness status. If you are eligible at this time to apply for loan forgiveness, you will see a link under Actions required titled “Apply for or decline forgiveness.” Once your application is submitted, the Forgiveness status will indicate where you are in the loan forgiveness process. You may also contact your Bank Representative for assistance.

 

How can I withdraw my current PPP loan forgiveness application so I can reapply with the 3508S?

If you have started but not yet submitted your PPP loan forgiveness application using the 3508 or 3508EZ, you may have the option to change to the 3508S within the PPP loan forgiveness application. If you are not presented with this option while completing your application, or need additional assistance, please contact your bank representative.

 

If you have already submitted your PPP loan forgiveness application using the 3508 or 3508EZ, please contact your bank representative.

 

If I elect to use the SBA's new loan forgiveness application (Form 3508S), will I be required to submit documentation?

The latest guidance from the SBA states for first draw PPP loan forgiveness applications using the S form, documentation does not need to be uploaded, however, you are required to retain all records relating to your PPP loan and may be required to submit such documentation to the SBA, upon request.

 

For second draw PPP loan forgiveness applications, you may be required to provide revenue reduction documentation if your loan was $150,000 or less and you did not provide such revenue reduction documentation prior to your forgiveness application.

 

The SBA requires borrowers using Form 3508 and Form 3508 EZ to submit documentation in connection with their loan forgiveness application. You will not be eligible to receive loan forgiveness without supporting documentation.

 

For detailed information on the application, including Covered Periods, the type of costs that are eligible for forgiveness, and what documentation you will need to submit in connection with your application, please visit the U.S. Treasury and SBA websites.

 

For additional assistance with PPP loan forgiveness documentation, view our documentation guide.

 

How long do I have to apply for loan forgiveness? 

The PPP rules currently provide that you may submit a loan forgiveness application at any time after the end of your Covered Period and before the maturity date of your loan, as long as you have an outstanding balance on your loan.   However, we understand the SBA may be changing the deadline to apply for PPP loan forgiveness. 

 

Please check with sba.gov for the latest guidance on your forgiveness application window. 

 

Please note that your PPP loan deferral period will end prior to your maturity date.  If you applied for forgiveness prior to your deferral period, you will need to begin making payment on any unforgiven amount once the SBA has made a decision on your forgiveness application.  If you have not applied for forgiveness prior to your deferral period, you will need to start making payments at the end of your deferral period.

 

I paid off my PPP loan – am I still eligible for forgiveness on that loan?

No. According to the rules of the PPP program established by the SBA, a borrower who paid their PPP loan in full would not be eligible to apply for forgiveness. For additional information, please visit the SBA website.

 

When does my PPP loan deferral period end? / When do I need to start making payments on my PPP loan?

The Paycheck Protection Program Flexibility Act of 2020 (Flexibility Act) extended the deferral period for borrower payments of principal and interest on all PPP loans to the earlier of:

  • The date that the SBA remits the forgiven amount to the lender or notifies the lender that no forgiveness is allowed; and
  • The date that is 10 months after the last day of the forgiveness “covered period” (as defined under the PPP), if the Borrower has not applied for forgiveness by such date. 
    • Most covered periods will be for a period of 24 weeks. Thus, this would be the date that is 10 months plus 24 weeks following the loan disbursement date.

 

NOTE: Interest will continue to accrue during the payment deferral period. After the deferral period, clients with an unforgiven balance will receive repayment letters indicating when their first payment is due.

 

Can I apply for forgiveness prior to the end of my elected Covered Period?

No. The current SBA application for PPP loan forgiveness contains certain representations and documentation requirements that relate to the end of the Covered Period. As a result, you will only be able to apply for loan forgiveness through Bank of America once your Covered Period has ended.

 

Can I submit a paper application for PPP loan forgiveness?

Applications for PPP loan forgiveness at Bank of America must be submitted digitally through our online PPP loan forgiveness application portal. We will not accept paper loan forgiveness applications.

 

How can I prepare to apply for loan forgiveness?

Once you determine which SBA Loan Forgiveness Application Form you will use, we recommend that prior to applying online through Bank of America for PPP loan forgiveness, you carefully review and fill out the applicable form, and gather any required documentation specified in the instructions:

 

For borrowers applying for loan forgiveness using SBA Form 3508EZ and SBA Form 3508, please note:

  • During the PPP loan forgiveness process you may need to resubmit documentation that you provided during the PPP loan application process.
  • Our online forgiveness application portal for 3508EZ and 3508 forms are not currently able to accept the following non-payroll costs, which were recently added by the SBA to the list of forgivable expenses: covered operational expenditures, covered property damage costs, covered supplier costs and covered worker expenditures. We will begin accepting these costs in several weeks and will email you when these updates are made. If you want to claim these expenses, you may want to wait until the updated online application is available.

 

For additional assistance with PPP loan forgiveness documentation, view our documentation guide.

 

Who determines the amount of loan forgiveness?

The U.S. Treasury and Small Business Administration (SBA) are responsible for the rules of the program, which determine the amount of loan forgiveness you may receive. This can include full, partial or no forgiveness.

 

We encourage you to visit the U.S. Treasury and SBA websites for the most up-to-date program rules and guidance.

 

How is the amount of owner compensation that is eligible for loan forgiveness determined? What if I am an owner of multiple businesses with multiple PPP loans?

The applicable Interim Final Rules and FAQs provide that the amount of compensation of owners who work at their business that is eligible for forgiveness depends on the business type and whether the borrower is using an eight-week or 24-week Covered Period. The amount of loan forgiveness requested for owner-employees and self-employed individuals’ payroll compensation is capped at the lesser of $20,833 per individual or the 2.5-month equivalent of their applicable compensation in 2019 (whichever is lower) in total across all businesses in which he or she has an ownership stake. For borrowers that received a PPP loan before June 5, 2020 and elect to use an eight-week Covered Period, this cap is $15,385 per individual or the 8 week equivalent of their applicable compensation in 2019 (whichever is lower) in total across all businesses in which he or she has an ownership stake. If their total compensation across businesses that receive a PPP loan exceeds the cap, owners can choose how to allocate the capped amount across different businesses.

 

Is interest on unsecured credit eligible for loan forgiveness?

As of August 4, 2020, in Frequently Asked Questions (FAQs) on PPP Loan Forgiveness, the SBA stated that payments of interest on business mortgages on real or personal property (such as an auto loan) are eligible for loan forgiveness. Interest on unsecured credit is not eligible for loan forgiveness because the loan is not secured by real or personal property. Although interest on unsecured credit incurred before February 15, 2020 is a permissible use of PPP loan proceeds, this expense is not eligible for forgiveness.

 

What utility payments are eligible for forgiveness?

Business payments for a service for the distribution of electricity, gas, water, transportation, telephone or internet access for which service began before February 15, 2020.

 

Are rent payments made to related parties eligible for forgiveness?

In an Interim Final Rule on Treatment of Owners and Forgiveness of Certain Nonpayroll Costs originally posted on August 24, 2020, the SBA has stated rent payments to related parties are eligible for forgiveness so long as 1) “the amount of loan forgiveness requested for rent or lease payments to a related party is no more than the amount of mortgage interest owed on the property during the Covered Period that is attributable to the space being rented by the business” and 2) “the lease and mortgage were entered into prior to February 15, 2020.” Borrowers must provide mortgage interest documentation to substantiate these payments. And where the payor requests forgiveness for amounts paid to a related party, the related party cannot also request forgiveness for that same amount. Additionally, “[w]hile rent or lease payments to a related party may be eligible for forgiveness, mortgage interest payments to a related party are not eligible for forgiveness.”

 

Are any individuals with an ownership stake in a PPP borrower exempt from application of the PPP owner-employee compensation rule when determining the amount of their compensation that is eligible for loan forgiveness?

In an Interim Final Rule on Treatment of Owners and Forgiveness of Certain Nonpayroll Costs originally posted on August 24, 2020, the SBA clarified that, for C- and S-Corp borrowers, owners with less than a 5% ownership stake are exempt from the owner-compensation cap.

 

Are amounts attributable to the business operation of a tenant or sub-tenant of the PPP borrower or, in the context of home-based businesses, household expenses, eligible for forgiveness?

No. In an Interim Final Rule on Treatment of Owners and Forgiveness of Certain Nonpayroll Costs originally posted on August 24, 2020, the SBA has stated that the amount of loan forgiveness requested for nonpayroll costs may not include any amount attributable to the business operation of a tenant or sub-tenant of the PPP borrower or, for home-based businesses, household expenses. The IFR provides four examples:

 

1) If a borrower rents a building for $10,000/month and subleases a portion of the building for $2,500/month, only $7,500 of the rent is an eligible non-payroll expense.

 

2) If a borrower has a mortgage on a building and leases 25% of the fair market value of the building to other businesses, only 75% of the mortgage expense is eligible.

 

3) If a borrower operates out of a shared rental, it must prorate rent and utilities as it did on its 2019 tax filings (or, for new businesses, as it will on its expected 2020 tax filings).

 

4) If a borrower works out of their home, only the share of covered expenses that were deductible on their 2019 tax filings are eligible for forgiveness (or, for new businesses, expected 2020 tax filings).

 

I am planning to (i) sell all or part of my interest in my company, or (ii) merge my company with another company or (iii) sell some or all of the assets of my company to a third party, before my PPP loan is forgiven or paid in full. Do I need to notify the Bank or the SBA?

The SBA published a Procedural Notice on Changes Of Ownership on October 2nd, which is available on the SBA website. This notice requires, in most situations, that the PPP lender provide confirmation to the SBA of your satisfaction of the requirements set forth in the Procedural Notice. Please contact your relationship manager as soon as possible, but at least 10 business days before the proposed date of the sale or merger, so that we can provide assistance in setting up an escrow account if needed and answer other questions you may have as you go through this process.

 

How can I decline my invitation to apply for PPP loan forgiveness?

If you wish to decline PPP loan forgiveness:

• Sign in to CashPro using the same credentials you used to submit your application.

• From the CashPro Menu, select “Paycheck Protection Program”

• Once on the PPP loan status page, under Actions required, select “Review and submit or Decline Forgiveness”

• Click the “Withdraw or decline loan forgiveness” button at the top right of the application

 

Where should I go if I have questions?

For detailed information on the application, covered periods, the types of costs that are eligible for forgiveness, and what documentation you will need to submit in connection with your application, please visit the U.S. Treasury and SBA websites. 

 

For additional assistance with PPP loan forgiveness documentation, view our documentation guide.

 

For questions related to PPP, please contact your Bank Representative.

 

Bank of America is committed to supporting you and all of our clients during this challenging period.

 

Important Note: The Small Business Administration and the Department of Treasury continue to provide additional guidance concerning the Paycheck Protection Program. Thus, Bank of America makes no representation that information contained herein is up-to-date or complete. Before submitting a request for loan forgiveness, borrowers may wish to visit the SBA, U.S. Treasury Assistance for Small Businesses, and U.S. Treasury FAQ websites for the latest information and guidance related to the Paycheck Protection Program.

 

Information as of 08/2/2021.

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These Terms and Conditions ("Terms and Conditions") are for the Bank of America Corporation ("Bank of America") website and those websites of its affiliates (collectively the "Sites") including Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BofA Securities, Inc., Bank of America Capital Management and certain other affiliates enumerated herein (collectively "Affiliates") that are available through the Bank of America Sites and apply to all services, programs, information and products (collectively "Service") that you ("Client") may use or otherwise access from time to time through the Sites ("Agreement").

USE OF SITES

Client agrees that any trade confirmation, account statement or other document delivered through the Sites by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by Client. Any record of such transaction or confirmation (including, without limitation, electronic records) shall be deemed to be "in writing." Client further agrees that it shall not contest the legally binding nature, validity or enforceability of any transaction, document or confirmation based on the fact that it has been executed by "clicking" on the designated spaces and expressly waives any and all rights it may have to assert such claim.

Bank of America hereby grants to Client a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable, personal right and license to access and use the Sites solely for Client's internal use in accordance with the terms of this Agreement. Client accepts the right and license granted herein to access and use the Sites solely in accordance with this Agreement and any rules or restrictions or procedures published by Bank of America on the Sites from time to time. Client acknowledges and agrees that the Sites, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, patent applications and trade secrets and other proprietary and/or confidential information (collectively, "IP"), are the valuable property of Bank of America and/or its affiliates and licensors. Other than the license granted hereunder, Client obtains no rights to the Sites. Client may not access or use the Sites in any way that may infringe any IP right of Bank of America or its Affiliates or licensors. Client promptly shall notify Bank of America of any actual or threatened infringement or misappropriation of IP, or any portion thereof, of which it becomes aware. Client acknowledges and agrees that it will not use, or allow the use of the Sites in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively, "Applicable Law").

Client agrees that it will not, and will not authorize or permit any person ("Authorized Person") under its control, under any circumstance to:

  • sell, lease, transfer, recirculate, republish, redistribute, make available or otherwise provide access to the Sites, or any portion thereof or data thereon, to any person other than its Authorized Persons, including through oral, written, or electronic means whether as a demonstration or otherwise;
  • photocopy, download or otherwise reproduce in any medium any portion of the Sites, except that Client may download into Client's internal computer system, or print a hard copy of, content on the Sites, in whole or in part, provided that, in each case, all copyright and other proprietary notices are retained and complied with; or
  • alter, decompile or reverse engineer any software component of the Sites.

All cost and expense of equipment, operating platforms, and software necessary to access and use the Sites, and the maintenance thereof shall be the sole responsibility of Client.

No provision of these Terms and Conditions shall restrict Client from taking any action required by any Applicable Law, any self-regulatory organization or any governmental entity to which it is subject. Prior to taking any such action, Client shall, to the extent reasonably practicable given the then-current circumstances, notify Bank of America in writing thereof and consult with Bank of America regarding the steps to be taken to ensure compliance with Applicable Law.

CLIENT ACKNOWLEDGES AND AGREES THAT IT WILL BE RESPONSIBLE TO ENSURE THAT ANY ACTIVITY UNDERTAKEN BY CLIENT OR ITS AUTHORIZED PERSONS IN ANY JURISDICTION AND WITH ANY PERSON IN WHOLE OR IN PART ON OR THROUGH THE SITES IS IN COMPLIANCE WITH APPLICABLE LAW.

Client agrees to provide Bank of America with all information, cooperation and assistance, documents and data as shall reasonably be requested by Bank of America in order to enable Bank of America to comply with any and all Applicable Law. Client understands and agrees that Bank of America may report such information to regulatory authorities to the extent necessary, in its reasonable discretion, to comply with Applicable Law.

SECURITY

Bank of America shall assign to each Authorized Person a unique User ID ("User ID") and a corresponding password and/or other access codes (each, an "Access Code") to enable Authorized Persons to access and use such functions within the Sites as Client shall authorize. Client shall (i) maintain, (ii) take appropriate steps to ensure that its officers and employees maintain, and (iii) inform all Authorized Persons of Client's obligation to maintain, the confidentiality of User IDs and Access Codes and the security of the Sites. Client shall not permit any person other than an Authorized Person to access or use the Sites on its behalf or to use any User ID or Access Code and shall educate and familiarize those Authorized Persons who access and/or use the Sites with Client's obligations under this Agreement. Client acknowledges and agrees that Client and/or its Authorized Persons may access the Sites through the World Wide Web or other Internet service which is not necessarily secure, and Bank of America does not warrant that such system is secure. Client agrees to be bound by all communications (and the consequences thereof) placed on, executed through or facilitated by the Sites that are accompanied by a valid User ID and a valid Access Code assigned to Client or an Authorized Person. Upon becoming aware of, or if Client suspects, a technical failure or any improper access to or use of the Sites or Access Codes by any Authorized Person or other person, Client shall promptly notify Bank of America of such occurrence, and shall, as promptly as practicable, to the extent any improper access or use is by an Authorized Person, take immediate actions to terminate such Authorized Person's access to and use of the Sites. Bank of America reserves the right to limit or terminate Client’s or any Authorized Person’s access to and use of the Sites immediately and without notice.

NO OFFERS

Unless specifically identified as an offer to sell or a solicitation of any offer to buy, under no circumstances should any information on the Sites be used as or considered to be an offer to sell or a solicitation of any offer to buy the securities or any other instruments of Bank of America or any other issuer. Offers can only be made where lawful under applicable law. Any information, services, or securities offered via the Sites are intended to be available only to residents of Argentina, Brazil, Canada, France, Germany, Hong Kong, Ireland, Japan, Italy, Korea, the Netherlands, Singapore, the United States and the United Kingdom. The viewing or distribution of the Sites may be restricted by law in certain jurisdictions. Persons using the Sites are required to inform themselves about and observe any legal restrictions on the use of the Sites and any restrictions set forth in the Sites. The Sites do not constitute an offer of, or a solicitation to purchase any securities in any jurisdiction in which such offer or invitation would be unlawful. If you wish to obtain further details about any information contained through the Sites, there are several areas on the Sites that will provide you with contact information.

DISCLOSURE OF INTEREST

Affiliates of Bank of America may make a market or deal as principal in the securities mentioned in these Sites or in options based thereon. In addition, Bank of America or its Affiliates, their shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of Bank of America or its Affiliates may be a director of the issuer of the securities mentioned at these Sites. Bank of America or its Affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on the Sites, or may from time to time perform consulting, advisory, lease, loan solicitation, investment banking or other services for, or solicit investment banking or other business from, mentioned companies.

ACCOUNT INFORMATION

Certain information from Client’s account(s) at Bank of America or its Affiliates is accessible on the Sites and can be downloaded by Client ("Account Information"). While Bank of America and its Affiliates believe that this Account Information will be accurate at the time of access and/or downloading by Client, this information may have certain technical flaws, typographical errors or other inaccuracies. Additionally, the Account Information is subject to immediate change resulting from market conditions, price fluctuations and other related factors. Bank of America and its Affiliates expressly disclaim any responsibility or liability for the accuracy or use of such Account Information upon its being downloaded by Client and will not be liable for any difficulty, damage or inaccessibility of such information due to hardware or software incompatibility.

PRICING AND MARKET INFORMATION

Actual prices can be obtained only on a real-time, expressly agreed-upon basis. Any indicative valuations on the Sites are provided for information only. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by Bank of America or its Affiliates to make such an offer. An indicative valuation may differ substantially from an actual value. Such estimates do not necessarily reflect Bank of America’s or its Affiliates’ internal bookkeeping or theoretical model-based valuations. Certain factors, which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations may vary significantly from indicative valuations available from other sources. While Bank of America and its Affiliates have obtained the information on which these evaluations are based from sources they believe are reliable, Bank of America and its Affiliates make no representations or warranties with respect to any indicative valuations. Prior to the execution of a Transaction based upon the Content of these Sites, Client is advised to consult with its broker or other financial representative to verify pricing information.

HYPOTHETICAL OR PAST PERFORMANCE

Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

MATERIAL IN ITS ENTIRETY

All materials at these Sites are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

LINKED SITES

Certain hyperlinks on the Sites may link websites maintained by the Affiliates, which are not to be considered a part of the Sites. Certain other links on the Sites to non-affiliated third-party sites may contain information over which we have no control. We take no responsibility for the content, accuracy, content, completeness, timeliness, current value or any aspect of the information on these sites and disclaim any liability to Client for it or for any consequence of your decision to use the links provided or your use of such information. Links to non-Bank of America sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to Bank of America or its Affiliates by any third party. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between Client and the providers of products and services at those other sites. Client agrees that it shall not bring a suit or claim against Bank of America or its Affiliates arising from or based on your purchase or use of products or services through those other sites. Links do not imply that Bank of America, its Affiliates or the Sites sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites is authorized to use any trademark, trade name, logo or copyright symbol of Bank of America or its Affiliates.

CONTENT AND SERVICE AVAILABILITY

Bank of America or its Affiliates may make changes to the Sites and reserves the right to do so without prior notice to you. Client acknowledges that not all products and services listed or discussed in the Sites are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by Bank of America or its Affiliates.

CONSENT TO ELECTRONIC DELIVERY

You agree to receive certain documents and information provided by Bank of America and its Affiliates through the Sites and/or through email provided to you via the Sites. This delivery will generally consist of certain Content on the Sites, and certain other documents relating to Bank of America and its Affiliate’s business. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state or other jurisdiction. You acknowledge that you have the appropriate technological equipment to use the Sites and to receive email via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify Bank of America or the applicable Affiliate in the event that you no longer desire to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to you through other means.

NO WARRANTY

Client acknowledges that any information provided through the Sites is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information from non-affiliated third parties provided represent the views and opinions solely of the author or the indicated source. Bank of America and its Affiliates do not independently verify the accuracy or completeness of such information, nor does Bank of America and its Affiliates endorse any particular views expressed therein. Except for offering memoranda, Bank of America and its Affiliates disclaim any liability to Client for this information or for any consequence of your decision to use it. Client agrees that it shall independently confirm any such information presented through the Sites before relying on such information. Bank of America, its Affiliates and their respective employees, contractors, agents and various contributors to the Sites have no duty to correct or update any inaccurate or out-of-date information on the Sites.

Client acknowledges that it is acting for its own account, and it has made its own independent decisions to enter into a Transaction and as to whether a Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Client is not relying on any communication (written or oral) of Bank of America or its Affiliates as investment advice or as a recommendation to enter into a Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. Further, Client has not received from Bank of America or its Affiliates any assurance or guarantee as to the expected results of a Transaction.

COMPLIANCE WITH LAWS AND INDEMNITY

The Sites may be used only for lawful purposes. Client’s conduct may be subject to local, state, national and international laws. Client agrees that it and any of its Authorized Persons shall comply with this Agreement, applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Sites.

Client agrees to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any content on the Sites subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisites government authorization. Client further agrees not to upload to the Sites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of these Terms and Conditions. Offices, residents and operations of your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of sanctions by the United States Office of Foreign Asset Control or other general U.S. embargo restrictions are not permitted to access and use the Sites, and any such access and use is a violation of these Terms and Conditions.

Upon request by Bank of America or its Affiliates, you agree to defend, indemnify and hold harmless Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third-party claims arising from your use of the Sites. Bank of America and its Affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify Bank of America or its Affiliates for its own violations of applicable laws.

  • FOR RESIDENTS OF BRAZIL:

    The information contained here does not constitute a public offering or distribution of securities in Brazil and no registration or filing with respect to any securities or financial products available on the Sites has been made with Commisao de Valores Mobiliarios.

  • FOR RESIDENTS OF CANADA:

    The information contained here does not constitute a public offering or distribution of securities in Canada or any of its provinces. No registration or filing with respect to any securities or financial products available on the Sites has been made with any regulatory agency thereof.

  • FOR RESIDENTS OF FRANCE:

    The Sites do not constitute a solicitation to enter into a transaction involving financial instruments, is not being distributed in the context of a public offer in France within the meaning of Article L. 411–1 of the Monetary and Financial Code, and has thus not been submitted to the COB for prior approval and clearance procedure. Any offers, sales or distribution of financial instruments through the Sites shall only be made in France to qualified investors (investisseurs qualifi?s) as defined in and in accordance with Article L. 411-2 of the Monetary and Financial Code and d?cret no. 98–880 dated 1st October, 1998. The contents of the Sites may not be redistributed or reproduced (in whole or in part) by any User. The Sites are made available with the understanding that Users will make investment decisions for their own account with the conditions set out in d?cret no. 98–880 dated 1st October, 1998. By using the Sites, Users undertake not to transfer, directly or indirectly, any financial instrument acquired through the Sites to the public in France, other than in compliance with applicable laws and regulation. Services hereunder may be provided by Banc of America Securities, Limited, as agent or otherwise.

  • FOR RESIDENTS OF GERMANY:

    The Sites are made available only to professional investors as such term is defined in the Securities Sales Prospectus Act.

  • FOR RESIDENTS OF HONG KONG:

    Access to the Sites is by invitation only to institutional investors. No information or material contained in the Sites is or should be construed as amounting to an offer to enter into any transaction or investment whatsoever. The information on these Sites is provided by the Hong Kong branch of Bank of America, N.A., and is compiled from information prepared by subsidiaries and affiliates of Bank of America Corporation. Your agreement for the use of this Site is with the Hong Kong branch of Bank of America, N.A.

  • FOR RESIDENTS OF IRELAND:

    Access to the Sites is by invitation only to professional investors.

  • FOR RESIDENTS OF ITALY:

    Access to the Sites is by invitation only to professional investors as defined in article 31 of CONSOB regulation no. 11522 of July 1, 1998.

  • FOR RESIDENTS OF JAPAN:

    Access to the Sites is by invitation only to financial institutions as defined under the Law Concerning Foreign Securities Firms.

  • FOR RESIDENTS OF KOREA:

    Access to the Sites is by invitation only to professional investors with a valid password. The information contained here does not constitute a public offering or distribution of securities in Korea.

  • FOR RESIDENTS OF NETHERLANDS:

    Access to the Sites is by invitation only to professional market parties as defined in the Dutch Securities Transactions Supervision Act 1995. Securities or other instruments on these Sites are only offered to professional market parties.

  • FOR RESIDENTS OF SINGAPORE:

    Access to the Sites is by invitation only to institutional investors. The information contained here does not constitute a public offering or distribution of securities in Singapore. The information in these Sites is provided by Bank of America Singapore Limited and is compiled from information prepared by subsidiaries and affiliates of Bank of America Corporation. Your agreement for the use of these Sites is with Bank of America Singapore Limited.

LIMITATION OF LIABILITY

THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER Bank of America, ITS AFFILIATES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITES, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. Bank of America, ITS AFFILIATES AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) CLIENT'S USE OF OR RELIANCE ON THE SITES, OR (II) Bank of America’s PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. Bank of America DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITES WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. FURTHERMORE, Bank of America WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SITES, OR FOR THE INCOMPATIBILITY BETWEEN THE SITES AND FILES AND THE USER'S BROWSER OR OTHER SITES ACCESSING PROGRAM. NOR WILL Bank of America BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE Bank of America’s CONTROL. IN NO EVENT WILL Bank of America, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of the Bank of America, its officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law.

Neither Bank of America, its Affiliates nor any of their officers, directors, employees, agents, contractors or other suppliers shall be liable in any way, and you agree to indemnify and hold harmless Bank of America, its Affiliates and such persons for (1) any inaccuracy, error, or delay in, or omission of (a) any information on the Sites, or (b) the transmission or delivery of any information on the Sites; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of use of the Sites due either to any negligent act or omission by Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or any other cause beyond the control of the Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers. You understand that Bank of America accepts no responsibility for security of information on the Internet.

UK CONDITIONS

Banc of America Securities Limited has approved the Sites for the purpose of Section 57 of the Financial Services Act of 1986. Banc of America Securities Limited is regulated for the conduct of investment business in the United Kingdom by the Securities and Futures Authority Limited. No access to the Sites shall be given in the United Kingdom to Private Customers, as that term is defined under the rules of The Securities and Futures Authority Limited; and any investments will not be made by us to any Private Customer.

CHANGES TO AGREEMENT

Bank of America may make changes to this Agreement at any time, without prior notice to you. Your continued use of the Sites indicates your continued agreement to be bound by this Agreement, as changed from time to time. You should view these Terms and Conditions often to stay informed of changes that may affect you.

GOVERNING LAW

This Agreement shall be governed by and construed under the law of the State of New York and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of New York, U.S.A. You hereby irrevocably waive your rights to a jury trial.

THIRD-PARTY LICENSORS

The Sites may, from time to time, provide Client with various licensed programs ("Licensed Programs") from third-party vendors ("Vendors") which have been licensed by Bank of America for Client use and/or which require Client to sign a third-party license agreement ("License Agreement"). In using the Licensed Programs, Client agrees that it will

  • protect any confidential information of Bank of America, its Affiliates or Vendors contained in the Licensed Programs;
  • restrict the use of the Licensed Programs by Client solely to conditions agreed upon in the Agreement and the License Agreement;
  • restrict the copying of Licensed Programs to that number reasonably required for Client use and backup purposes
  • include Bank of America and Vendor copyright and all other proprietary notices in the use of all Licensed Programs;
  • prohibit the sale, relicensing, leasing, rental, lending and transferring of Licensed Programs;
  • prohibit, and take reasonable measures to prevent, the decompiling, disassembly, reverse engineering or modification of Licensed Programs;
  • comply with all export laws in respect of Licensed programs;
  • disclaim any liability on the part of Vendors for damages, liabilities, costs or expenses incurred by Client in the use of License Programs; and
  • make all vendors a third-party beneficiary of all Client waivers, disclaimers, limitation of liabilities, confidentiality and IP provisions contained in the Agreement.

BOFA SECURITIES, INC. – FURTHER INFORMATION

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., all of which are registered as broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed.

© 2021 Bank of America Corporation.

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