Borrowers seeking to apply for First Draw Paycheck Protection
Program (PPP) loans or Second Draw (PPP2) loans are required to
certify on loan applications that "current economic
uncertainty makes this loan request necessary to support the
ongoing operations" of the borrower or applicant. That
"necessity certification" as it has come to be known, is
riddled with amorphous language that has proven to be a source of
confusion and ambiguity for borrowers from its inception. The
SBA initially offered vague, interpretive guidance to public and
private companies by stating that "borrowers must make this
certification in good faith, taking into account their current
business activity and their ability to access other sources of
liquidity sufficient to support their ongoing operations in a
manner that is not significantly detrimental to the
business." See FAQ 31 (April 23, 2020) and
37 (April 28, 2020). SBA subsequently indicated that it will
review the certifications of
