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Federal Reserve Public Comments 5 — Main Street Lending Program Nonprofit Organizations Comments

Summary

Comments to the Federal Reserve on the proposed Main Street Lending Program loan facilities for nonprofit organizations. A June 22, 2020 letter to Chairman Powell from the Leukemia & Lymphoma Society, signed by Brian Connell, Executive Director, asks Congress to make mid-sized nonprofits eligible for loan forgiveness and asks the Federal Reserve to remove the requirement that no more than 30% of revenues come from donations. The letter also objects to an interest rate of LIBOR plus 300 basis points and a 70% balloon payment. A letter from the Association for Enterprise Opportunity supports the proposal. One later comment asks that the $3,000,000 endowment limit apply to unrestricted endowment.

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Cite this document

“Federal Reserve Public Comments 5 — Main Street Lending Program Nonprofit Organizations Comments.” Original at www.federalreserve.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/federal-reserve-public-comments-5-pdf-www-federalreserve-gov-b35eb076c-472b70830e/, SHA-256 314eced92bd9dbb0253815af5c25a9caf272e1369b81c642942a2ebda4694046.

Full text

                                                                                                       Main Street Lending Program
                                                                                                     Nonprofit Organizations Comments

   Event Title /
   Description     Ticket Type   Received Date   Last Name   First Name   Email Address       Affiliation                                                                       Comment
                                                                                                            June 22, 2020

                                                                                                            The Honorable Jerome H. Powell
                                                                                                            Chair
                                                                                                            Board of Governors of the Federal Reserve System
                                                                                                            20th Street & Constitution Avenue NW
                                                                                                            Washington, D.C. 20551

                                                                                                            Re: Comments to the Federal Reserve from the Leukemia & Lymphoma Society

                                                                                                            Dear Chairman Powell:

                                                                                                            The mission of The Leukemia & Lymphoma Society (LLS) is to cure leukemia, lymphoma, Hodgkin's disease, and myeloma and
                                                                                                            improve the quality of life for the more than 1.4 million people in the United States living with blood cancer, and their families. To ensure they
                                                                                                            receive appropriate and timely care, LLS works to guarantee that blood cancer patients have access to treatments and resources as they and
                                                                                                            their families navigate their illness. LLS has teams of professionals that help patients identify resources, including financial aid during the
                                                                                                            COVID-19 pandemic, clinical trials, and support services. Additionally, LLS works to advance new diagnostics and treatments and has invested
                                                                                                            more than $1.3 billion in cancer research resulting in dozens of new treatment options for blood cancer patients.

                                                                                                            In our most recent fiscal year, LLS invested $283.9 million in our mission-bolstering research, education and support, and policy and advocacy
                                                                                                            initiatives for blood cancer patients and their families. In 2019, LLS dedicated $47.4 million to support scientific research grants to advance the
                                                                                                            science of prevention, detection, and treatment of the blood cancers. In 2019, LLS provided 35 new grants to help bolster promising young
                                                                                                            scientists through our Career Development Program-an initiative that has supported three researchers who have gone on to win a Nobel Prize.
                                                                                                            In 2019 alone, LLS's Information Resource Center specialists responded to more than 20,000 inquiries from patients and caregivers, and
                                                                                                            LLS clinical trial nurse navigators provided in-depth clinical trial and navigation support to more than 600 patients. To combat the financial
                                                                                                            burden of cancer care, in 2019, LLS provided patients with direct financial assistance totaling over $100 million to help patients with both
                                                                                                            urgent and ongoing costs related to their treatment. LLS also invests in empowering volunteer advocates to change federal and state public
                                                                                                            policies that impact cancer patients and survivors.

                                                                                                            While LLS continues to support our community during the economic downturn, our organization has also been deeply impacted. Like many of
                                                                                                            our patients, LLS has seen a decrease in overall revenues while demand for patient services, patient financial support, and other programs has
                                                                                                            increased. On behalf of the patients, families, and caregivers affected by the blood cancers, we welcome the opportunity to submit comments
                                                                                                            to the Federal Reserve about the Nonprofit Organization Loan Facilities.

                                                                                                            As drafted, the proposal appears to be designed more for transactional nonprofits such as hospitals and institutions of higher education, in
                                                                                                            contrast to charitable nonprofits like LLS that rely on donations from the public to support their missions. Indeed, many nonprofits, including
                                                                                                            LLS, pride themselves on offering their services at no charge. Even as all types of charities are inherently organized around a public mission,
                                                                                                            the dramatic variation in business models makes many of the financial requirements included in this proposal inapplicable to organizations that
                                                                                                            predominantly rely on donations. With that in mind, LLS respectfully requests the Federal Reserve to address the concerns and proposed
                                                                                                            changes we have outlined below.

                                                                                                            1. Congress Must Act to Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness
                                                                                                            Congress must ensure that mid-sized nonprofits like LLS have access to loan forgiveness. While it is a welcome development to see the
                                                                                                            Federal Reserve making the Main Street lending program available to some nonprofits, this assistance still falls short of what is most needed
                                                                                                            by many nonprofit organizations - a provision that makes these loans forgivable.

                                                                                                            In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our country due to the COVID-19 pandemic. Even
                                                                                                            though we face many of the same economic challenges as other industries, nonprofits are not shutting down. Rather, we are straining to meet
                                                                                                            increased demand in our communities on the frontlines, providing services for cancer patients and other vulnerable groups, advancing policies
                                                                                            Leukemia        that keep patients healthy, and keeping our communities connected.
                                                                                            &
Coronavirus        PIO (Email    6/22/2020                                brian.connell@l   Lymphoma        Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical operations despite enormous economic challenges.
(COVID-19)         from Web)     12:00:00 AM     Connell     Brian        ls.org            Society         Data released by Independent Sector shows that nonprofits with between 500 to 5,000 employees have been severely impacted by this health

                                                                                                               Page 201 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                   Comment
                                                                                                     and economic crisis. When asked "What types of additional assistance would be most helpful to your organization?" organizations
                                                                                                     overwhelmingly (92% of responses) suggested government support in the form of forgivable loans.

                                                                                                     Nonprofit organizations need funding so they can continue to meet the needs of their communities. Many charitable organizations do not have
                                                                                                     steady streams of commercial income and have little capacity for loan and interest repayment. Furthermore, nonprofits are the third largest
                                                                                                     employment sector and many hope to hire more workers as their organizations recover. America cannot afford to allow such a vital part of the
                                                                                                     economy to be neglected as we respond to this crisis.

                                                                                                     Recommendation: Congress must recognize the vital services nonprofits provide to communities and the economy by including loan
                                                                                                     forgiveness in the next round of COVID-19 relief legislation.

                                                                                                     2. The Fed's Proposal Disqualifies Many in the Charitable Sector by Limiting Loans to Mid-Size Nonprofits with Less than 30% of
                                                                                                     Revenue from Donations
                                                                                                     The Federal Reserve's criteria that organizations must receive no more than 30% of revenues from donations would disqualify many
                                                                                                     charities, including LLS. Overall, this loan facility seems more applicable to educational institutions and nonprofit hospitals, but not most
                                                                                                     charitable organizations.

                                                                                                     In 2019, LLS received the vast majority of our revenue from donations. We receive donations from individuals, foundations, corporations, and
                                                                                                     others to fund medical research, operate clinical trials, offer patient support programs, provide financial assistance for patients, and advocate
                                                                                                     for blood cancer patients. Our organizations provide vital services for individuals living with, or recovering from, blood cancer, and pride
                                                                                                     ourselves on the fact that donations we receive are rooted in our donors' trust and support for our stewardship of their donations. The
                                                                                                     reliance of the charitable sector on donations to serve our communities should not preclude us from securing support from stimulus initiatives
                                                                                                     intended to bolster the economy.

                                                                                                     LLS is also concerned that the proposed criteria appears to be in direct conflict with existing federal statuary requirements. Specifically, in order
                                                                                                     to retain tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, charitable nonprofits must meet a "public
                                                                                                     support" test showing they receive at least a third of their revenues via contributions from the general public, contributions or grants from
                                                                                                     other public charities, or from governmental agencies. If a charitable nonprofit fails to do so, then it carries the added burden of providing
                                                                                                     additional facts and circumstances to prove that it is a publicly supported organization.

                                                                                                     We urge the Federal Reserve to remove these requirements in order to align with statutory assumption that nonprofits will rely substantially on
                                                                                                     donations, in order to ensure that nonprofit organizations like LLS are not precluded from receiving loans that would support the continuation of
                                                                                                     our mission.

                                                                                                     Recommendation: Eliminate the requirement that no more than 30 percent of an organization's 2019 revenues come from donations, and
                                                                                                     instead make 501 c(3) organizations that are otherwise meet the employee size are eligible.

                                                                                                     3. The Fed Needs to Make Loan Terms More Favorable to Charitable Organizations
                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that are not required in Main Street New Loan
                                                                                                     Facilities available to for-profit businesses.

                                                                                                     Nonprofit organizations typically operate on low-profit margins. Indeed, social service organizations report an average aggregate margin of
                                                                                                     1.5%. According to a recent report by Seachange Capital Partners, the median social services nonprofit has a margin of 1.0%, receives 3.6%
                                                                                                     of its revenue from philanthropy (including investment income), has total financial assets (including endowments and other assets that are
                                                                                                     subject to legal restrictions) equal to 1.9 months of expenses, and operating reserves of less than one month of expenses. Less than 20% of
                                                                                                     large nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial strength" for nonprofits.
                                                                                                     Social services organizations are the most fragile, with fewer than 10% reaching this standard.

                                                                                                     Recommendation: Recognizing the unique nature of nonprofit operations and their importance in continuing to provide vital services as
                                                                                                     partners on the front lines of the COVID-19 crisis, we urge the Federal Reserve to eliminate borrower requirements 7 and 8. If this is not
                                                                                                     possible, we alternatively ask that the requirements be lessened significantly to reflect the economic realities of nonprofit operations, for
                                                                                                     example by requiring 30 days cash on hand and setting a loan origination ratio of 40-50% (down from 65% as proposed).


                                                                                                        Page 202 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     We are also concerned that certain eligible loan features are too onerous for nonprofit organizations and are less favorable than those offered
                                                                                                     in other government programs. Specifically, the interest rate of LIBOR plus 300 basis points is significantly higher than that offered for
                                                                                                     Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster Loans (2.75%). In addition, the
                                                                                                     imposition of loan origination and service fees adds to the cost under the Nonprofit Facility. Finally, the notion that nonprofits would be faced
                                                                                                     with a 70% balloon payment at the end of the fifth year of the loan would be off-putting for many nonprofits. Nonprofits with existing loans with
                                                                                                     balloon payments are usually provided an opportunity to renegotiate such loans at prevailing market rates.

                                                                                                     Recommendation: We urge that the loan terms including interest rate and balloon payments be revisited to reflect the lowest permissible rate,
                                                                                                     such as the 0.5% rate initially proposed for PPP loans. In addition, we are concerned that the balloon payment requirement would prevent
                                                                                                     charities from fulfilling their mission in the year the balloon payment is due.

                                                                                                     4. Xquot; Reasonable Efforts" Regarding Employee Retention Require Further Clarification
                                                                                                     The description of Xquot;Retaining EmployeesXquot; in the draft term sheet requires refinement if the Federal Reserve expects nonprofits to
                                                                                                     take advantage of this facility. We endorse the analysis of the National Council of Nonprofits on the issue of employee retention, and
                                                                                                     recommend the following:

                                                                                                     Recommendation: Xquot;Reasonable effortsXquot; should be interpreted in the totality of the circumstances, taking into consideration not only
                                                                                                     the general economic environment in the community or communities in with the borrower operates, but also factors such as workforce,
                                                                                                     fundraising ability, revenue-generating activities, and overall demand for the services and programs the organization provides. One option
                                                                                                     would be to add the qualifier Xquot;mission-basedXquot; before Xquot;reasonable efforts.Xquot;

                                                                                                     Recommendation: The terms Xquot;maintain its payrollXquot; and Xquot;retain its employeesXquot; are vague and need further refinement.
                                                                                                     We ask the Federal Reserve to make clear that nonprofits participating in the Main Street loan program generally should endeavor to pay staff
                                                                                                     at the same or increased income levels and should act in good faith to keep staffing levels (measured on the basis of full-time equivalents) at
                                                                                                     the same or increased levels, both for the duration of the loan. It is also important that the loan documents expressly state that the employee
                                                                                                     retention provision begins on the date that loan funding is received by the borrower rather than at an earlier date.

                                                                                                     Recommendation: We ask that the Federal Reserve adopt safe harbors of other loan programs and state clearly that nonprofit borrowers will
                                                                                                     not be penalized under the employee retention provision for the decision of employees to decline offers of rehire, or for those who are fired for
                                                                                                     cause, voluntarily resign, or voluntarily request a reduced schedule during the time that the loan is outstanding.

                                                                                                     LLS is grateful for the opportunity to provide feedback on this proposal and we urge the Fed to make the changes outline above to ensure that
                                                                                                     nonprofits like LLS can continue to carry out our life saving mission. If you have any questions about the comments we have provided, please
                                                                                                     contact Katie Berge at Katie.Berge@lls.org.

                                                                                                     Sincerely,

                                                                                                     Brian Connell
                                                                                                     Executive Director
                                                                                                     Office of Public Policy




                                                                                                        Page 203 of 300
                                                                                                      Main Street Lending Program
                                                                                                    Nonprofit Organizations Comments

   Event Title /
   Description     Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                         Comment
                                                                                                            Monday, June 22, 2020

                                                                                                            Re: Proposed Main Street Lending Program Nonprofit Loan Options

                                                                                                            Dear Sir or Madam:

                                                                                                            The Association for Enterprise Opportunity (AEO) appreciates the opportunity to respond to the Federal Reserve Bank of Boston's
                                                                                                            (Federal Reserve) request for public feedback on the proposal to expand the Main Street Lending Program (MSLP) to accommodate nonprofit
                                                                                                            organizations that were impacted by the economic downturn caused by the Coronavirus pandemic.

                                                                                                            AEO is the leading voice of innovation in microfinance and microbusiness in the United States. Our more than 1,700 members and partners
                                                                                                            include a broad range of organizations that provide capital and services to assist underserved entrepreneurs in starting, stabilizing, and
                                                                                                            expanding their businesses.

                                                                                                            Last week, the Federal Reserve announced the start of operations on the Main Street Lending Program, a measure created by the Coronavirus
                                                                                                            Aid, Relief, and Economic Security (CARES) Act to further support small and medium-sized businesses disrupted by the onset of the national
                                                                                                            health crisis. As of now, the program will deploy liquidity to eligible participants through three (3) facilities: the Main Street New Loan Facility
                                                                                                            (MSNLF), the Main Street Priority Loan Facility (MSPLF), and the Main Street Expanded Loan Facility (MSELF). In an effort to expand the
                                                                                                            reach of the programX#39;s current infrastructure, the Federal Bank has proposed the inclusion of nonprofit organizations.

                                                                                                            The Federal Reserve, in collaboration with the Department of Treasury, is pursuing public feedback on the implementation of two new facilities
                                                                                                            that will provide access to credit for nonprofit organizations. The proposed expansion would offer liquidity to small and medium-sized nonprofits
                                                                                                            through the Nonprofit Organization New Loan Facility (NONLF) and the Nonprofit Organization Expanded Loan Facility (NOELF). Under the
                                                                                                            proposed rules, eligible nonprofit lenders will have the aptitude to deploy millions in additional federal assistance to help businesses continue
                                                                                                            on the road to financial recovery.

                                                                                                            As noted by the Federal Reserve Chair, Jerome H. Powell, "Nonprofit organizations play a critical role in the national economy and local
                                                                                                            communities by providing essential services, employing millions of Americans, and supporting the innovation and development of skilled a
                                                                                                            workforce.Xquot; We believe that the countryX#39;s network of nonprofits can help mitigate the financial damage done to small businesses in
                                                                                                            recent months.

                                                                                                            To that end, we are weighing in on the Federal ReserveX#39;s proposal to expand the MSLP. As it stands, we support the proposal as it is
                                                                                                            slated to safeguard Mainstreet firms and help slow the national unemployment rate. With the minimum loan size proposed at $250,000 and the
                                                                                                            maximum loan size of $300 million, nonprofit loan borrowers would be better positioned to achieve financial resilience following the devastating
                                                                                                            first and second quarter of this year.

                                                                                                            Notwithstanding AEOX#39;s broad support of the proposal, we urge the Federal Reserve Bank to modify its plan to expand the MSLP to
                                                                                                            include nonprofit entities beyond 501(c)(3) or 501(c)(19) organizations. The Federal Reserve should consider expanding the proposal to
                                                                                                            501(c)(4), 501(c)(6), and 501(c)(7), among others. This action would dilate necessary support for additional small and medium-sized nonprofit
                                                                                                            firms in the weeks and months ahead.

                                                                                                            Thank you for the opportunity to submit comments on this topic and for your willingness to listen to our feedback on the matter.

                                                                                                            Sincerely,

                                                                                                            Connie Evans
                                                                                          Association for   President Xamp; CEO
Coronavirus        PIO (Email    6/22/2020                                jp2@prismgrou   Enterprise        Association for Enterprise Opportunity
(COVID-19)         from Web)     12:00:00 AM     Evans       Connie       p.global        Opportunity




                                                                                                               Page 204 of 300
                                                                                                            Main Street Lending Program
                                                                                                          Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address         Affiliation                                                                       Comment
                                                                                                                 Dear Chairman Powell,

                                                                                                                 Little Flower Children and Family Services of New York is a not-for-profit charity serving children, families, and individuals with developmental
                                                                                                                 disabilities across New York City and Long Island. Since 1929, Little Flower has been committed to improving the lives and well-being of the
                                                                                                                 children, families, and people with developmental disabilities so they can reach their full potential. Our staff of over 600 people builds well­
                                                                                                                 being by providing foster boarding home care, residential treatment care, adoption services, programs and services for individuals with
                                                                                                                 developmental disabilities, and medical and mental health services. Little Flower serves over 300 residents with developmental disabilities
                                                                                                                 across 11 residences in Queens, Nassau, and Suffolk Counties and ensure the needs of over 400 children in foster care are addressed. In
                                                                                                                 2019, we helped 238 children return to their own families, 45 children find their forever families through adoption, and cared for 143 youth in
                                                                                                                 the Inner Lights Program.

                                                                                                                 Nonprofits are a vital part of New York City's economy. Their continued operations are a lifeline to the City's response to and
                                                                                                                 recovery from the COVID-19 crisis. According to the Bureau of Labor Statistics, New York City's nonprofits employ 16% of the private
                                                                                                                 workforce, 6% higher than the national average. The 45,000 nonprofits in New York City alone employ close to 700,000 people paying $42
                                                                                                                 billion in wages. Specifically, the human services nonprofit sector which Little Flower is a part of, consists of a workforce of more than 200,000
                                                                                                                 that have been on the frontlines of the Coronavirus response. Nationally, nonprofits contribute $900 billion to GDP and employ 12 million
                                                                                                                 workers. Simply put, nonprofits are a part of the infrastructure and vitality of our city, state, and nation.

                                                                                                                 Though Little Flower and other human services nonprofits are starting to see the disproportionate effect the COVID-19 crisis is having on all
                                                                                                                 vulnerable individuals, the full economic realities of the COVID-19 era have yet to be felt in earnest. Nonprofit organizations are our
                                                                                                                 country's only institutions solely focused on making communities stronger. In the toughest times, we do the toughest work. When it is time
                                                                                                                 to restore and repair our wellbeing, these community-based institutions need to be equipped to do that as well and their unique needs should
                                                                                                                 not be overlooked. Unfortunately, many nonprofits were entirely shut out from the CARES Act, being deemed ineligible for relief funds - loans
                                                                                                                 or grants - because of the size of the organization. Many New York human services organizations have merged or consolidated into
                                                                                                                 organizations with well over 500 staff members due to years of underfunding from local governments. We were hopeful that the Federal
                                                                                                                 Reserve would amend the Main Street Lending Program to allow true community-based nonprofits of all sizes to qualify for funding. The needs
                                                                                                                 of (human services) nonprofits differ greatly than that of for-profit employers or nonprofits like hospitals.

                                                                                                                 Little Flower appreciates the opportunity to submit comment to the Federal Reserve about the Nonprofit Organization Loan Facilities. This
                                                                                                                 proposal is aimed more at transactional nonprofits such as hospitals and institutions of higher education than at nonprofits like Little Flower.
                                                                                                                 Indeed, many nonprofits pride themselves on offering their services at no charge. Recognizing that their business models are different, even if
                                                                                                                 both types of charities are inherently organized around a public mission, many of the financial requirements included in this proposal simply are
                                                                                                                 not applicable to organizations that rely on donations. With that in mind, Little Flower respectfully requests the Federal Reserve to address the
                                                                                                                 concerns and proposed changes outlined below.

                                                                                                                 1. Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness
                                                                                                                 Congress and the Federal Reserve must ensure that mid-sized nonprofits have access to loan forgiveness. While it is a welcome development
                                                                                                                 to see the Federal Reserve making its Main Street lending program available to some nonprofits, this assistance still falls short of what is most
                                                                                                                 needed by nonprofit organizations - a provision that makes these loans forgivable.

                                                                                                                 In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our country due to the COVID-19 pandemic. Even
                                                                                                                 though they face many of the same economic challenges as other industries, nonprofits are not shutting down. Rather, they are straining to
                                                                                                                 meet increasing demands in our communities on the frontlines, caring for the sick, feeding families, and keeping our communities connected.
                                                                                                                 Furthermore, they will play an integral role as our nation recovers - providing childcare, job training, and other core supports.

                                                                                                                 Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical operations despite enormous economic challenges.
                                                                                                                 Data released by Independent Sector shows that nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the
                                                                                                                 nation, have been severely impacted by this health and economic crisis. When asked "What types of additional assistance would be most
                                                                                                                 helpful to your organization?" organizations overwhelmingly (92% of responses) suggested government support in the form of forgivable
Staff Group - Main                                                                              Little Flower
Street Lending                                                                                  Children and     loans. Smaller nonprofits throughout the country have been hit equally hard.
Program - Nonprofit                                                                             Family
Organization          PIO (Email    6/22/2020                                zeltsers@lfchild   Services of      Nonprofit organizations need funding so they can continue to meet the needs of their communities. Many charitable organizations do not have
Facilities            from Web)     12:00:00 AM     Zeltser     Steve        .org               New York         steady streams of commercial income and have little capacity for loan and interest repayment. Furthermore, nonprofits are the third largest

                                                                                                                    Page 205 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                  Comment
                                                                                                     employment sector and many hope to hire more workers as their organizations recover. America cannot afford to leave out such a vital part of
                                                                                                     the economy.

                                                                                                     Recommendation(s):
                                                                                                     ? Congress and the Federal Reserve must recognize the vital services nonprofits provide to communities and the economy by including loan
                                                                                                     forgiveness, in the next round of COVID-19 emergency relief legislation

                                                                                                     2. The Federal Reserve Needs to Make Loan Terms More Favorable to Charitable Organizations
                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that are not required in Main Street New Loan
                                                                                                     Facilities available to for-profit businesses.

                                                                                                     Nonprofit organizations typically provide services with low-profit margins. Indeed, social service organizations report an average aggregate
                                                                                                     margin of 1.5%. According to a recent report by Seachange Capital Partners, the median social services nonprofit has a margin of 1.0%,
                                                                                                     receives 3.6% of its revenue from philanthropy (including investment income), has total financial assets (including endowments and other
                                                                                                     assets that are subject to legal restrictions) equal to 1.9 months of expenses, and operating reserves of less than one month of expenses. Less
                                                                                                     than 20% of large nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial strength" for
                                                                                                     nonprofits. Social services organizations are the most fragile, with fewer than 10% reaching this standard.

                                                                                                     The statistics above should not be viewed as an indictment of the efficiencies or management policies of nonprofits. It is important to note that
                                                                                                     the vast majority of social service nonprofit funding comes from government grants contracts, recognizing the key role such organizations play
                                                                                                     in serving the most vulnerable. Numerous studies confirm that government funding seldom covers the full cost of providing contracted work,
                                                                                                     which inhibits nonprofits from accumulating reserves through surpluses. In many instances, government grant/contract work creates cash-flow
                                                                                                     challenges since it is paid after the work has been completed and can be subject to significant delays in payment.

                                                                                                     Recommendation(s):
                                                                                                     ? Recognizing the unique nature of nonprofit operations and their importance in continuing to provide vital services as partners on the front
                                                                                                     lines of the COVID-19 crisis, we urge the Federal Reserve to eliminate borrower requirements 7 and 8. If this is not possible, we alternatively
                                                                                                     ask that the requirements be lessened significantly to reflect the economic realities of nonprofit operations, for example by requiring only 30
                                                                                                     days cash on hand, and bringing the loan origination ratio of 40-50% (down from 65% as proposed).

                                                                                                     ? We are also concerned that certain eligible loan features are too onerous for nonprofit organizations and are less favorable than those
                                                                                                     offered in other government programs. Specifically, the interest rate of LIBOR plus 300 basis points is significantly higher than that offered for
                                                                                                     Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster Loans (2.75%). In addition, the
                                                                                                     imposition of loan origination and service fees adds to the cost under the Nonprofit Facility. Finally, the notion that nonprofits would be faced
                                                                                                     with a 70% balloon payment at the end of the fifth year of the loan would be off-putting for many nonprofits. Nonprofits with existing loans with
                                                                                                     balloon payments are usually provided an opportunity to renegotiate such loans at prevailing market rates.

                                                                                                     ? We urge that the loan terms including interest rate and balloon payments be revisited and recommend the lowest permissible rate such as
                                                                                                     the 0.5% rate initially proposed for PPP loans. In addition, we urge some flexibility in the balloon payment requirement to afford the opportunity
                                                                                                     for renegotiation. If the 5-year amortization were extended to 7 years, this could lessen the balloon payment. We request that the borrower
                                                                                                     have access to engage with derivatives (change to a fixed rate) without the minimum swap requirements.

                                                                                                     3. The Ratio of Adjusted 2019 Earnings before "EBIDA" Should Be Revised
                                                                                                     In the "Draft for Public Consultation," for both the Nonprofit Organization New Loan Facility and the Nonprofit Organization
                                                                                                     Expanded Loan Facility, one of the eligibility criteria for borrowers is that they must have "a ratio of adjusted 2019 earnings before
                                                                                                     interest, depreciation, and amortization ("EBIDA") to unrestricted 2019 operating revenue, greater than or equal to 5%." (#6)
                                                                                                     In the context of nonprofit operations, this threshold is too high and would make many, if not most, nonprofits ineligible based on these criteria
                                                                                                     alone, which seems written more in the context of for-profit businesses as opposed to nonprofit organizations.

                                                                                                     It may certainly be prudent and necessary to have a positive ratio of adjusted earnings; however, nonprofits generally run on a small margin,
                                                                                                     both out of necessity and also so as to not leave excess surpluses that could be used for fulfilling their missions. Moreover, at times a nonprofit
                                                                                                     may have a planned and manageable deficit as part of a strategic plan-a negative ratio at one isolated point is not always an indication of
                                                                                                     instability.

                                                                                                        Page 206 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                         Comment

                                                                                                     Furthermore, the footnotes for criteria #6 clarify that "The Eligible Lender should calculate operating revenue as unrestricted operating
                                                                                                     revenue, excluding funds committed to be spent on capital." Many nonprofits have "restricted revenue" through grants and
                                                                                                     contracts built into their operating budgets. Excluding this revenue would compound the problem of meeting the 5% ratio. Although it would be
                                                                                                     sensible to exclude contributions raised for a "capital campaign," excluding other capital funds included in an annual budget for
                                                                                                     maintenance and planned upgrades would further decrease the required ratio.

                                                                                                     Recommendation(s):
                                                                                                     ? The 5% requirement should be reduced to zero, if not eliminated. In addition, a statement of explanation of a deficit should be allowed so that
                                                                                                     a negative ratio does not mean automatic ineligibility for a nonprofit borrower. Finally, further clarification on the calculation methodology -in the
                                                                                                     context of nonprofit operating budgets- is needed in regard to both restricted funding from grants in annual operating budgets, as well as
                                                                                                     capital funds for improvements that are part of an annual operating budget. This clarification would allow noted revenues to remain in
                                                                                                     calculation to ease the restriction and not further restrict eligibility.

                                                                                                     4. Xquot;Reasonable EffortsXquot; Regarding Employee Retention Require Further Clarification
                                                                                                     The description of Xquot;Retaining EmployeesXquot; in the draft term sheet requires refinement if the Federal Reserve expects nonprofits to
                                                                                                     take advantage of this facility. We endorse the analysis of the National Council of Nonprofits on the issue of employee retention, and
                                                                                                     recommend the following:

                                                                                                     Recommendation(s):
                                                                                                     ? Xquot;Reasonable effortsXquot; should be interpreted in the totality of the circumstances, taking into consideration not only the general
                                                                                                     economic environment in the community or communities in with the borrower operates, but also factors such as workforce, fundraising ability,
                                                                                                     revenue-generating activities, and overall demand for the services and programs the organization provides. One option would be to add the
                                                                                                     qualifier Xquot;mission-basedXquot; before Xquot;reasonable efforts.Xquot;

                                                                                                     ? The terms Xquot;maintain its payrollXquot; and Xquot;retain its employeesXquot; are vague and need further refinement. We ask the Federal
                                                                                                     Reserve to make clear that nonprofits participating in the Main Street loan program generally should endeavor to pay staff at the same or
                                                                                                     increased income levels and should act in good faith to keep staffing levels (measured on the basis of full-time equivalents) at the same or
                                                                                                     increased levels, both for the duration of the loan. It is also important that the loan documents expressly state that the employee retention
                                                                                                     provision begins on the date that loan funding is received by the borrower rather than at an earlier date.

                                                                                                     ? We ask that the Federal Reserve adopt safe harbors of other loan programs and state clearly that nonprofit borrowers will not be penalized
                                                                                                     under the employee retention provision for the decision of employees to decline offers of rehire, or for those who are fired for cause, voluntarily
                                                                                                     resign, or voluntarily request a reduced schedule during the time that the loan is outstanding.

                                                                                                     Finally, though Little Flower receives a majority of its funding from New York State government grants contracts, we are asking the Federal
                                                                                                     Reserve to eliminate the requirement that no more than 30 percent of an organizationX#39;s 2019 revenues come from donations, and instead
                                                                                                     make 501(c)(3) organizations that otherwise meet the employee size are eligible. Many nonprofits have been on the frontlines during the
                                                                                                     pandemic providing the essentials to those who needed it the most. They raise money and receive donations to continue their mission.
                                                                                                     WeX#39;ve all seen the long lines at food banks across our nation over the last three months.

                                                                                                     Please do not hesitate to contact me should you have any questions.

                                                                                                     Thank you,

                                                                                                     Steve Zeltser
                                                                                                     External Relations Manager
                                                                                                     Little Flower Children and Family Services of New York




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                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name    Email Address       Affiliation                                                                  Comment
                                                                                                               June 19,  2020

                                                                                                               Federal  Reserve  Board of Governors Constitution  Ave NW &,  20th St NW Washington,  DC 20551
                                                                                                               Emailed to:  regs.comments@federalreserve.gov .
                                                                                                               Subject:  Main Street Lending  Program  -  NONLF and NOELF
                                                                                                               RE:  Comments on the "Draftfor Public Consultation" the  Mainstreet  Lending Program for
                                                                                                               Nonprofits
                                                                                                               To Whom It  May Concern:
                                                                                                               The North Carolina  Alliance of YMCAs  respectfully submits these comments  in response to  Federal
                                                                                                                Reserve  Board's announcement  on June 15,  2020 that it  is seeking  public feedback  on
                                                                                                               the 
                                                                                                               proposal  to  expand its  Main Street Lending  Program  for nonprofit organizations. We appreciate
                                                                                                               the  Federal  Reserve  Board  making this program  available to  nonprofits;  however, there are
                                                                                                               several concerns  outlined  below that could help improve the program  and make it  truly
                                                                                                               applicable and accessible to  nonprofit organizations, such as local YMCAs.
                                                                                                               North Carolina's  25 local  501 (c)3, charitable,  nonprofit YMCAs serve communities throughout  the
                                                                                                               state. Each of these YMCAs helps strengthen  their local communities through youth development, 
                                                                                                               healthy living, and social responsibility. In  2019, our Ys engaged  nearly 1 million adults,
                                                                                                               children and seniors-regardless of age, income, or background-to  nurture the potential  of
                                                                                                               children  and teens, improve the health and well-being,  limit social isolation  and provide
                                                                                                               opportunities  to  give back and support neighbors. The Y works side-by-side  with its neighbors to
                                                                                                                make sure everyone  has the opportunity  to learn, grow, and thrive.
                                                                                                               Despite mandated  facility closures,  cancellation  of traditional  programming  and a decrease in 
                                                                                                               giving due to COVID-19, the  Y has stepped  up to address the  critical need for safe childcare 
                                                                                                               options and other needed services across the  state. From mid-March to the end of May,  NC Ys
                                                                                                               provided emergency  child care for 1,900 children at 48 locations for families of medical 
                                                                                                               personnel, essential employees and first responders. With school  closures, children  cannot access
                                                                                                               USDA breakfasts and lunch and during this time of economic  uncertainty,  a rapidly increasing 
                                                                                                               number  of adults and families are facing  food insecurity. In  response,  our Ys collectively 
                                                                                                               served or delivered  266,000 meals to  children and families  during this same time period.

                                                                                                               NC Alliance  of  YMCAs
                                                              Michele.Mc                                       801  Corporate  Center  Dr., Suite  200
                                                              Kinley@YM     Michele.McKinl   North Carolina    Raleigh, NC 27607 www.ncymcaalliance.org
Main Street         PIO           6/22/2020                   CATriangle.   ey@YMCATria      Alliance of the    
Lending Program -   (Letter)      12:00:00 AM     McKinley    org           ngle.org         YMCA




                                                                                                                 Page 208 of 300
                                                                                                         Main Street Lending Program
                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                         Comment
                                                                                                              We are writing on behalf of the Wisconsin Primary Health Care Association, the member association for the 17 Federally Qualified Health
                                                                                                              Centers (FQHCS or "Health Centers") in Wisconsin. FQHCs are a community-based, non-profit organizations whose goal is to
                                                                                                              provide affordable, accessible health care for all individuals, regardless of their ability to pay. As explained below, we appreciate the Federal
                                                                                                              Reserve's intention to expand Main Street Loans to non-profit organizations; however, after analyzing the draft Term Sheet, we have
                                                                                                              determined that very few FQHCs would qualify for these loans under the current eligibility requirements. Therefore, we are requesting that:
                                                                                                              - the loan terms be revised to enable the majority of FQHCs to qualify, and
                                                                                                              - FQHCs be permitted to work with Community Development Financial Institutions (CDFIs) to access Main Street loans, as CDFIs understand
                                                                                                              the unique FQHC model and collectively have provided more than $2.1 billion in loans to FQHCs, with a default rate of less than 1/1 Oth of 1%.

                                                                                                              Background on Wisconsin Community Health Centers and the COVID-19 Pandemic

                                                                                                              Community Health Centers in Wisconsin are community-based, non-profit organizations committed to providing medical, dental and behavioral
                                                                                                              health care in communities across the state. They serve over 300,000 patients with the majority living in families with incomes below 200% of
                                                                                                              the Federal Poverty Level.

                                                                                                              Many of these patients live in communities that have been particularly hard it by the COVID-19 pandemic, at both the physical and economic
                                                                                                              levels. Health Centers have been at the frontlines of the response to the epidemic, and they have stepped up and responded to the needs of
                                                                                                              the communities they serve. They have shifted their services to implement the expansion of telehealth visits, COVID-19 testing, and outreach
                                                                                                              and special services to some of the hardest hit populations in the State. At the same time, Health Centers have experienced significant
                                                                                                              declines in revenues due to the need to cut back on primary care, preventive and dental visits. This combination has placed major financial
                                                                                                              strain on these non-profit, community-based providers, forcing them to close sites and lay off staff at the time when their services are most
                                                                                                              needed.

                                                                                                              While FQHCs have received some Federal funding to support COVID relief, for many FQHCs this funding is not enough to reestablish their
                                                                                                              pre-COVID level of operations, let alone prepare for the increased demand that will result as newly-unemployed and uninsured individuals turn
                                                                                                              to them for care. WPHCA engaged BKD, a national leader in financial accounting, to do a scenario planning analysis for Wisconsin Community
                                                                                                              Health Centers. The analysis indicated that revenue loss for Wisconsin Health Centers over a one-year period could range from $85 million at
                                                                                                              best to $205 million dollars at worst.

                                                                                                              Recommendation to expand eligibility criteria to allow majority of FQHCs to qualify:

                                                                                                              Because of these financial needs, the Wisconsin Primary Health Care Association was relieved to learn that the Federal Reserve would soon
                                                                                                              start offering Main Street Loans to non-profits. However, after reviewing the proposed Terms Sheet and consulting with experts, we have
                                                                                                              concluded that very few FQHCs would qualify under the proposed eligibility criteria.

                                                                                                              This conclusion is based on an analysis conducted by Capital Link, a non-profit organization that receives funding from the Federal Department
                                                                                                              of Health and Human Services to assist FQHCs with accessing capital. Capital Link determined that under the proposed lending parameters:
                                                                                                              - Prior to the pandemic, only 13% of Health Centers (6% of Wl Health Centers) would have met the combined criteria.
                                                                                                              - Because of the significant cash declines experienced by FQHCs as a result of COVID-19, at present, far fewer than 13% would be able to
                                                                                                              meet the Days Cash on Hand (DCOH) and Cash/Debt ratio at loan origination.

                                                                                                              The most problematic financial parameters for FQHCs are:
                                                                                                              - Earnings Before Interest, Depreciation, and Amortization (EBIDA) to unrestricted 2019 operating revenue greater than or equal to 5%
                                                                                                              - Days cash on hand at loan origination equal to or greater than 90 days (38% of Wl CHCs qualify)
                                                                                                              - Ratio of unrestricted cash and investments to outstanding debt (including Main Street debt and CMS Accelerated and Advance Payments) at
                                                                                                              origination is 65% or greater

                                                                                                              Only one Wl CHC meets these criteria and the minimum employee requirement and only 31% meet three of the four criteria.
Staff Group - Main
Street Lending                                                                               Wisconsin        In order to provide a meaningful program for which approximately 60% of FQHCs nationwide would qualify, we request that the Federal
Program - Nonprofit                                                                          Primary Health   Reserve adjust the following lending parameters for FQHCs loans as follows:
Organization          PIO (Email    6/22/2020                                sgregory@wph    Care             - Earnings Before Interest, Depreciation, and Amortization (EBIDA) to unrestricted 2019 operating revenue greater than or equal to 3%
Facilities            from Web)     12:00:00 AM     Gregory     Sashi        ca.org          Association      - Days cash on hand at loan origination equal to or greater than 30 days

                                                                                                                 Page 209 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                      Comment
                                                                                                     - Eliminate the unrestricted cash to debt ratio requirement
                                                                                                     - Lower the minimum employee requirement to 20.

                                                                                                     In addition, we ask that the Federal Reserve clarify the eligibility requirement that reads: "has not received specific support pursuant to
                                                                                                     the Coronavirus Economic Stabilization Act of 2020 (Subtitle A of Title IV of the CARES Act)." As you know, Section 4003 of Title IV
                                                                                                     authorizes the Federal government to make loans to States and municipalities for COVID-19 relief. It is possible that a state or municipality
                                                                                                     could receive a loan under Section 4003, and use part of it to support FQHCs or other safety net providers. To make clear that FQHCs or other
                                                                                                     providers who receive this type of support from their state are still eligible for Main Street Loans, we recommend that the term "specific
                                                                                                     support" be revised to read "direct support."

                                                                                                     Request for FQHCs to work directly with CDFIs to access Main Street Loans

                                                                                                     Finally, it is important to note that Community Development Financial Institutions (CDFIs) have historically played a major role in providing
                                                                                                     financing to FQHCs for decades. As such, they understand the FQHC model and are best positioned to underwrite loans to health centers. A
                                                                                                     coalition of 25 CDFIs who are members of the Lenders Coalition for Community Health Centers have collectively provided more than $2.1
                                                                                                     billion in loans to FQHCs, with a default rate of less than 1/1 Oth of 1%.

                                                                                                     Unfortunately, very few CDFIs would qualify as eligible lenders under the program as it is currently construed. To enable FQHCs to work
                                                                                                     directly with lenders who best understand their model and needs, we recommend that the Federal Reserve structure the nonprofit portion of
                                                                                                     the Main Street Loan Program to:
                                                                                                     - Allow CDFIs to participate as lenders in the program; and
                                                                                                     - Allow CDFIs to borrow from the Federal Reserve under the same terms as banks, which would enable CDFIs to offer interest rates to FQHCs
                                                                                                     at LIBOR +3%

                                                                                                     We are providing these comments on short notice to accommodate the Federal Reserve&#39:s request. We would be happy to provide more
                                                                                                     detailed comments and/or provide additional information to assist the Federal Reserve in developing a program that will be responsive to the
                                                                                                     current needs of Federally Qualified Health Centers in Wisconsin.




                                                                                                        Page 210 of 300
                                                                                                         Main Street Lending Program
                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                       Comment
                                                                                                              June 22, 2020
                                                                                                              Board of Governors of the Federal Reserve System
                                                                                                              regs.comments@federalreserve.gov

                                                                                                              RE: Main Street Lending Program - NONLF and NOELF

                                                                                                              To the Board of Governors:

                                                                                                              On behalf of The MetroHealth System, I am submitting these comments in response to the Federal Reserve Bank's June 15th proposal to
                                                                                                              expand its Main Street Lending Program to provide access to credit for nonprofit organizations. The MetroHealth System is a large, public
                                                                                                              safety net health system located in Cuyahoga County, Ohio, which includes the City of Cleveland and its surrounding suburbs. MetroHealth is
                                                                                                              committed to improving the health of the community and reducing health disparities and health inequities. Our staff of 8,000 provides care at
                                                                                                              MetroHealth's four hospitals, four emergency departments, and more than 20 health centers and 40 additional sites throughout Cuyahoga
                                                                                                              County. The health system is also home to Cuyahoga County's most experienced Level I Adult Trauma Center, verified since 1992, and
                                                                                                              Ohio's only adult and pediatric trauma and burn center. Last year, MetroHealth served 300,000 patients at more than 1.4 million visits in
                                                                                                              its hospitals and health centers, 75 percent of whom are uninsured or covered by Medicare or Medicaid. The community served by
                                                                                                              MetroHealth experiences several health disparities including: health outcomes related to chronic conditions like diabetes, heart disease, and
                                                                                                              asthma; barriers to accessing care, especially transportation, broadband Internet access, and health insurance; social determinants of health
                                                                                                              like poverty, unemployment, and housing instability; and the pressing issues of opioids, care for older adults, and community trauma.

                                                                                                              It's in the spirit of our mission and who we serve that we appreciate and applaud the Federal Reserve for creating the Non-Profit
                                                                                                              Expanded Loan Facility pursuant to Section 13(3) of the Federal Reserve Act as there are so many other organizations who can benefit from
                                                                                                              access to additional financial resources during these unprecedented times. However, we are concerned by the possibility that participation in
                                                                                                              this lending opportunity may be limited strictly to organizations described in Sections 501(c)(3) and (19) of the Internal Revenue Code.
                                                                                                              MetroHealth, like many public hospitals and health systems who need the type of relief envisioned by the Main Street program, is not
                                                                                                              technically a 501(c)(3) organization. In every other respect, apart from our tax classification, we resemble our nonprofit hospital brethren and
                                                                                                              provide care to some of the most vulnerable populations who have been particularly hard-hit by the COVID-19 pandemic. We request that the
                                                                                                              scope of the facility be expanded, pursuant to the discretion mentioned under the second footnote, to include public hospitals.

                                                                                                              Moreover, we would encourage greater flexibility in the requirements for eligible borrowers. We recommend that organizations be required to
                                                                                                              meet one of the following in order to qualify: EBIDA greater than or equal to 4%; 60 days cash on hand; a debt service coverage ratio of 2.0, or
                                                                                                              a cash to debt percent. With respect to the calculation of EBIDA, there should be flexibility to include many of the add-backs commonly
                                                                                                              accepted in market credit agreements in addition to interest, depreciation and amortization. Additionally, the cash to debt percentage should be
                                                                                                              lowered from the proposed 65% to 40%.

                                                                                                              Finally, with respect to the proposed $35 million maximum amount, we would recommend changing this to equal one month of the
                                                                                                              organization's 2019 revenues.

                                                                                                              We appreciate your consideration of these requests.
Staff Group - Main
Street Lending                                                                                                Sincerely,
Program - Nonprofit                                                                          The              Craig Richmond
Organization          PIO (Email    6/22/2020                                mdalton@metr    MetroHealth      Executive Vice President & Chief Financial Officer
Facilities            from Web)     12:00:00 AM     Dalton      Michael      ohealth.org     System




                                                                                                                 Page 211 of 300
                                                                                                     Main Street Lending Program
                                                                                                   Nonprofit Organizations Comments

   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address    Affiliation                                                                 Comment
                                                                                                          Jerome Powell, Chairman Board of Governors of the Federal Reserve System
                                                                                                          20th Street and Constitution Avenue NW Washington, DC 20551
                                                                                                          June 22, 2020

                                                                                                          Re: Main Street Lending Program-Nonprofit Organization Facilities

                                                                                                          Dear Chairman Powell,

                                                                                                          On behalf of the  American Council on Education (ACE) and the undersigned higher education
                                                                                                          associations, we submit the following comments in regard to the Main Street Lending program (MSLP)
                                                                                                          non-profit organization facilities and the proposed terms and structure. For our nation's colleges
                                                                                                          and universities, access to affordable capital is a necessary lifeline as they navigate the
                                                                                                          economic fallout from the COVID-19 crisis.

                                                                                                          The financial impact of the  novel coronavirus on institutions is extreme and the costs continue to
                                                                                                          mount. Institutions incurred additional costs to move instruction online early in the pandemic, are
                                                                                                          losing substantial auxiliary revenues, and face a range of further challenges that are unique to
                                                                                                          each campus. At the same time, many institutions of higher education provided significant refunds
                                                                                                          of expenses such as on-campus housing and meal plans. Academic medical centers and their associated
                                                                                                          faculty physician practices on the front lines of treating COVID-19 patients have lost significant
                                                                                                          revenue by halting elective procedures and non-urgent patient care visits during the pandemic.
                                                                                                          Lost summer revenue and looming losses in the fall, such as deep cuts in state funding for public
                                                                                                          institutions of higher education, as well as potential enrollment declines across higher education,
                                                                                                          compound their challenges. Moreover, as institutions make plans toward how to proceed in the fall,
                                                                                                          they will undoubtedly face additional costs to ensure a safe learning environment which will
                                                                                                          include, among other things, sufficient PPE for students and staff, campus COVID-19 cleaning,
                                                                                                          testing and tracking tools, and efforts to de-densify campus housing and learning facilities.

                                                                                                          America's colleges and universities have a major direct (and indirect) impact on their local,
                                                                                                          state, and regional economies. Universities are often one of the, if not the, largest employers for
                                                                                                          an area. The research activities at colleges and universities in diverse fields such as
                                                                                                          biotechnology, energy, and aerospace create jobs and businesses at a national level. Individual
                                                                                                          students, staff, and faculty also have a direct impact on local and regional economies via spending
Main Street                                                                                               on housing, shopping, food services, construction, and local small businesses. This outsized
Lending Program -                                                                                         economic impact is seen across all sectors of higher education.
NONLF and           PIO (E-       6/22/2020                                saspreitzer@ac                 &nbsp:
NOELF               mail)         12:00:00 AM     Spreitzer   Sarah        enet.edu




                                                                                                             Page 212 of 300
                                                                                                         Main Street Lending Program
                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address        Affiliation                                                                   Comment
                                                                                                              League
                                                                                                              of  American
                                                                                                              Orchestras
                                                                                                              Advancing the Orchestral Experience for All



                                                                                                              June 22, 2020

                                                                                                              To: The Federal Reserve
                                                                                                              Re: Main Street Lending Program -Xnbsp: NONLF and NOELF

                                                                                                              via regs .comments@federalreserve.gov
                                                                                                              On behalf of the League of American Orchestras, we thank the Federal Reserve for this opportunity
                                                                                                              to comment on the Main Street Lending Nonprofit Organization Expanded Loan Facility and the
                                                                                                              Nonprofit Organization New Loan Facility, announced on June 15, 2020.
                                                                                                              The League of American Orchestras is the not-for-profit service organization for the field of
                                                                                                              symphony orchestras. Founded in 1942 and chartered by Congress in 1962, the League represents a
                                                                                                              diverse membership of orchestras across North America and it links a national network of thousands
                                                                                                              of instrumentalists, conductors, managers and administrators, board members, volunteers, and
                                                                                                              business partners. There are more than 1,600 nonprofit orchestras in all 50 states, serving
                                                                                                              virtually every community, most with annual budgets of under $300,000. As members of the 501 (c)(3)
                                                                                                              charitable sector, orchestras depend upon private philanthropy  and civic support to fuel programs
                                                                                                              that serve community needs.
                                                                                                              The service orchestras provide in communities nationwide is supported by a critical combination of
                                                                                                              earned revenue and private support. The coronavirus pandemic is having very real financial
                                                                                                              consequences  for orchestras, musicians, and the communities  they serve. Following concert and
                                                                                                              program cancellations, the loss of earned revenue has been immediate and sustained.  As large
                                                                                                              performing ensembles, orchestras engage a workforce of many musicians, typically performing in
                                                                                                              close proximity to one another. Given the duration of recommendations to sustain physical
                                                                                                              distancing, the ability to generate earned revenue will be extremely diminished for a long period
                                                                                                              of time, as orchestras pivot to find new ways to deliver on their mission. As part of the nonprofit
                                                                                                              charitable sector, orchestras have depended upon private philanthropy  for more than 40 percent of
                                                                                                              the revenue and civic support to fuel programs that serve community needs prior to the coronavirus
                                                                                                              pandemic. While they have suffered lost contributed revenue as donors reassess their capacity to
                                                                                                              give due to economic uncertainty, orchestras will rely on private giving as an increasing
                                                                                                              percentage of overall revenue in the wake of COVID-19 concert and programmatic closures.
                                                                                                              We request immediate revisions to the Main Street Lending facilities to support orchestras and
                                                                                                              other nonprofit organizations  in urgent need of resources to support their workforce and services
                                                                                                              to the public. We join others in the broader nonprofit sector in raising the following points:

                                                                                                              Congress Must Act to Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness

                                                                                                              Congress must ensure that mid-sized nonprofits have access to loan forgiveness. While it is a
                                                                                                              welcome development  to see the Federal Reserve making its Main Street lending program available to
                                                                                                              some nonprofits, this assistance still falls short of what is most needed by nonprofit
                                                                                                              organizations -  a provision that makes these loans forgivable.  As orchestras near the end of the
                                                                                                              duration of relief provided under the Paycheck Protection Program (PPP), further assistance is
                                                                                                              urgently needed. Additionally, orchestras that exceeded the 500-employee  PPP qualifying threshold
Main Street                                                                                                   have been left out of opportunities  for federal relief.
Lending Program -                                                          hnoonan@ame       League of        Recommendation:  Congress must recognize the vital services nonprofits provide to communities  and
NONLF and           PIO (E-       6/22/2020                                ricanorchestras   American         the economy by including loan forgiveness  in the next round of COVID-19 relief legislation
NOELF               mail)         12:00:00 AM     Noonan      Heather       org              Orchestras

                                                                                                                 Page 213 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                      Comment

                                                                                                     The Federal Reserve's Proposal to Limit Loans to Mid-Size Nonprofits with Less than 30% of Revenue
                                                                                                     from Donations Disqualifies Many in Charitable Sector
                                                                                                     The Federal Reserve's criteria that organizations  must have revenues from donations that are less
                                                                                                     than 30% will disqualify many charities, including most nonprofit orchestras. Prior to the onset of
                                                                                                     COVID-19, orchestras have, on average, relied on private contributions  for 43% of revenue. While
                                                                                                     comprehensive data is not yet available, it is certain that orchestras' reliance on private
                                                                                                     contributions will only grow as sources of earned revenue are greatly diminished in the wake of
                                                                                                     cancelled concerts and programmatic activity.
                                                                                                     Recommendation:  Eliminate the requirement that no more than 30 percent of an organization's 2019
                                                                                                     revenues come from donations.

                                                                                                     Make Loan Terms More Favorable to Charitable Organizations

                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that
                                                                                                     are not required in Main Street New Loan Facilities available to for-profit businesses.
                                                                                                     The list of borrower requirements  includes #7: "has a ratio (expressed as a number of days) of (i)
                                                                                                     liquid assets at the time of loan origination to (ii) average daily expenses over the previous
                                                                                                     year, equal to or greater than 90 days." The list of borrower requirements also includes #8: "at
                                                                                                     the time of loan origination, has a ratio of (i) unrestricted cash and investments to (ii) existing
                                                                                                     outstanding and undrawn available debt, plus the amount of any loan under the Facility, plus the
                                                                                                     amount of any CMS Accelerated and Advance Payments, that is greater than 65%."
                                                                                                     Like most others in the nonprofit sector, these requirements  are not achievable for most
                                                                                                     orchestras. According to data collected by the League of American Orchestras prior to the COVID-19
                                                                                                     pandemic, less than one-third of orchestras reporting balance sheet data had three months or more
                                                                                                     of liquidity available, and that portion has likely narrowed following the onset of
                                                                                                     COVID-19-related declines in revenue.
                                                                                                     Recommendation: Recognizing the unique nature of nonprofit operations and their importance in
                                                                                                     continuing to serve communities during and beyond the COVID-19 crisis, we urge the Federal Reserve
                                                                                                     to eliminate borrower requirements  7 and 8. If this is not possible, we alternatively  ask that
                                                                                                     the requirements be lessened significantly  to reflect the economic realities of nonprofit
                                                                                                     operations.
                                                                                                     We are also concerned that certain eligible loan features are too onerous for nonprofit
                                                                                                     organizations and are less favorable than those offered in other government programs. Specifically,
                                                                                                     the interest rate of LIBOR plus 300 basis points is significantly  higher than that offered for PPP Loans (1.0%) and
                                                                                                     that for Economic Injury Disaster Loans (2.75%). The notion that nonprofits would be faced with a
                                                                                                     70% balloon payment at the end of the fifth year of the loan would be prohibitive for many
                                                                                                     nonprofits. Nonprofits with existing loans with balloon payments are usually provided an
                                                                                                     opportunity to renegotiate such loans at prevailing market rates.
                                                                                                     Recommendation: We urge that the loan terms including interest rate and balloon payments be
                                                                                                     revisited and recommend the lowest permissible rate such as the 0.5% rate initially proposed for
                                                                                                     PPP loans. In addition, we urge some flexibility in the balloon payment requirement to afford the
                                                                                                     opportunity for renegotiation. If the 5-year amortization were extended to 7 years, this could
                                                                                                     lessen the balloon payment. We request that the borrower have access to engage with derivatives
                                                                                                     (change to a fixed rate) without the minimum swap requirements.

                                                                                                     The Ratio of Adjusted 2019 Earnings before "EBIDA" Should Be Revised

                                                                                                     In the "Draft for Public Consultation," for both the Nonprofit Organization New Loan Facility and
                                                                                                     the Nonprofit Organization Expanded Loan Facility, one of the eligibility criteria for borrowers is
                                                                                                     that they must have "a ratio of adjusted 2019 earnings before interest, depreciation, and
                                                                                                     amortization ("EBIDA") to unrestricted 2019 operating revenue, greater than or equal to 5%." In the
                                                                                                     context of nonprofit operations, this threshold is too high and would make many, if not most,

                                                                                                        Page 214 of 300
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                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                             Comment
                                                                                                     nonprofits ineligible based on these criteria alone, which seems written more in the context of
                                                                                                     for-profit businesses as opposed to nonprofit organizations.
                                                                                                     It may certainly be prudent and necessary to have a positive ratio of adjusted earnings; however,
                                                                                                     nonprofits generally run on a small margin, out of necessity and also so as not to leave excess
                                                                                                     surpluses that could instead be used for fulfilling their missions. Moreover, at times a nonprofit
                                                                                                     may have a planned and manageable deficit as part of a strategic approach; therefore a negative
                                                                                                     ratio at one isolated point is not always an indication of instability.
                                                                                                     Recommendation: The 5% requirement should be reduced to zero, if not eliminated. In addition, a
                                                                                                     statement of explanation of a deficit should be allowed so that a negative ratio does not mean
                                                                                                     automatic ineligibility for a nonprofit borrower. Finally, further clarification on the calculation
                                                                                                     methodology-in the context of nonprofit operating budgets- is needed in regard to restricted
                                                                                                     funding from grants in annual operating budgets, as well as capital funds for improvements  that
                                                                                                     are part of an annual operating budget. This clarification would allow noted revenues to remain in
                                                                                                     calculation to ease the restriction and not further restrict eligibility.

                                                                                                     Limitation of SO-Employee Minimum Should Be Removed

                                                                                                     The term sheet for the proposed nonprofit loan facility imposes a size minimum that is not imposed
                                                                                                     in the Main Street New, Priority, or Expanded Loan Facilities for for-profit businesses. There is
                                                                                                     no explanation why the Federal Reserve is proposing that nonprofits with fewer than 50 employees
                                                                                                     should not be eligible for Main Street loans for which their small business counterparts of equal
                                                                                                     size could secure lending support. For orchestras that engage a workforce in a combination of
                                                                                                     employee and independent contractor status, this limitation could make many organizations
                                                                                                     ineligible.
                                                                                                     Recommendation:  The 50-employee floor should be removed.

                                                                                                     As a vibrant part of the charitable sector, our nation's more than 1,600 nonprofit orchestras rely
                                                                                                     on philanthropy  and event-dependent income to fuel programs that serve community needs and support
                                                                                                     a dynamic workforce. We urge consideration of loan eligibility and forgivability as the Federal
                                                                                                      Reserve  takes further action. Orchestras and the broader nonprofit sector are critical partners in
                                                                                                     jumpstarting local, state, and national recovery efforts during and after COVID-19 and should be
                                                                                                     supported by all forms of relief.

                                                                                                     Jesse Rosen President Samp; CEO

                                                                                                      




                                                                                                        Page 215 of 300
                                                                                                          Main Street Lending Program
                                                                                                        Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address       Affiliation                                                                     Comment
                                                                                                               The Massachusetts Nonprofit Network (MNN) appreciates the opportunity to submit comments to the Federal Reserve about the Nonprofit
                                                                                                               Organization Loan Facilities. On behalf of nonprofits in Massachusetts, MNN respectfully requests the Federal Reserve to address the
                                                                                                               concerns and consider the proposed changes outlined below.

                                                                                                               1.50-Employee Minimum
                                                                                                               The term sheet for the proposed nonprofit loan facility imposes a size minimum that is not imposed in the Main Street New, Priority, or
                                                                                                               Expanded Loan Facilities for for-profit businesses. Nonprofits with fewer than 50 employees should be eligible for Main Street loans alongside
                                                                                                               their small business counterparts of equal size. Many of the nonprofits in our network are on the frontlines of this pandemic, working with fewer
                                                                                                               than 50 employees to address immediate and growing needs. These vital organizations would be arbitrarily excluded from important loan
                                                                                                               program. The "typical" nonprofit is community-based, serving local needs. Excluding these vital organizations from important loan
                                                                                                               programs would not only cut out the vast majority of nonprofits, but also harm the people who would no longer be served by those nonprofits.

                                                                                                               Recommendation: The Nonprofit Organization Loan programs must be revised to remove the 50- employee floor.

                                                                                                               2. The 30% Cap on Revenue from Donations
                                                                                                               The Federal Reserve's criteria that organizations must have revenues from donations that are less than 30% will disqualify many
                                                                                                               charities. Nonprofits raise money and receive donations from the public, foundations, corporations, and others to fund their work. In order to
                                                                                                               retain tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, charitable nonprofits must meet a "public support"
                                                                                                               test showing they receive at least a third of their revenues via contributions from the general public, contributions or grants from other public
                                                                                                               charities, or from governmental agencies. The informational tax return that most charitable nonprofits fill out each year - the Form 990 -
                                                                                                               requires nonprofits to list different forms of revenue. The IRS treats certain work performed by nonprofits under written agreements with
                                                                                                               governments as donations. Specifically, Form 990, Part VIII Statement of Revenue provides the line item "e. Government grants
                                                                                                               (contracts)Squot; as the place where some organizations - notably human service providers - disclose as much as 90 percent of their revenues
                                                                                                               as contributions, even though they are earned via written agreements with governments to provide specific services to the public (see generally
                                                                                                               IRS Instructions for Schedule A (Form 990 or 990-EZ) - Public Charity Status and Public Support). Nonprofits are unique in having a wide mix
                                                                                                               of revenue streams that depend on their field and the communities they serve; any reliance on an arbitrary threshold for charitable donations
                                                                                                               would exclude charitable organizations that will survive with sufficient federal support, and help their communities and economies recover from
                                                                                                               this pandemic.

                                                                                                               Recommendation: Eliminate the requirement that no more than 30 percent of an organization's 2019 revenues come from donations.

                                                                                                               3. The Proposed Loan Terms
                                                                                                               The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that are not required in Main Street New Loan
                                                                                                               Facilities available to for-profit businesses.

                                                                                                               Nonprofit organizations typically provide services with low profit margins. Indeed, social service organizations report an average aggregate
                                                                                                               margin of 1.5%. According to a recent report by Seachange Capital Partners, the median social services nonprofit has a margin of 1.0%,
                                                                                                               receives 3.6% of its revenue from philanthropy (including investment income), has total financial assets (including endowments and other
                                                                                                               assets that are subject to legal restrictions) equal to 1.9 months of expenses, and operating reserves of less than one month of expenses. Less
                                                                                                               than 20% of large nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial strength" for
                                                                                                               nonprofits. Social services organizations are the most fragile, with fewer than 10% reaching this standard.

                                                                                                               The statistics above should not be viewed as an indictment of the efficiencies or management policies of nonprofits. It is important to note that
                                                                                                               the vast majority of social service nonprofit funding comes from government grants contracts, recognizing the key role such organizations play
                                                                                                               in serving the most vulnerable. Numerous studies confirm that government funding seldom covers the full cost of providing contracted work,
                                                                                                               which inhibits nonprofits from accumulating reserves through surpluses. In many instances, government grant/contract work creates cash-flow
                                                                                                               challenges since it is paid after the work has been completed and can be subject to significant delays in payment.

                                                                                                               Recommendation: Recognizing the unique nature of nonprofit operations and their importance in continuing to provide vital services as
Staff Group - Main
Street Lending                                                                                                 partners on the front lines of the COVID-19 crisis, we urge the Federal Reserve to eliminate borrower requirements 7 and 8. If this is not
Program - Nonprofit                                                                            Massachusetts   possible, we alternatively ask that the requirements be lessened significantly to reflect the economic realities of nonprofit operations, for
Organization          PIO (Email    6/22/2020                                dfleury@massn     Nonprofit       example by requiring only 30 days cash on hand, and bringing the loan origination ratio of 40-50% (down from 65% as proposed).
Facilities            from Web)     12:00:00 AM     Fleury      Danielle     onprofitnet.org   Network

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     We are also concerned that certain eligible loan features are too onerous for nonprofit organizations and are less favorable than those offered
                                                                                                     in other government programs. Specifically, the interest rate of LIBOR plus 300 basis points is significantly higher than that offered for
                                                                                                     Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster Loans (2.75%). In addition, the
                                                                                                     imposition of loan origination and service fees adds to the cost under the Nonprofit Facility. Finally, the notion that nonprofits would be faced
                                                                                                     with a 70% balloon payment at the end of the fifth year of the loan would be off-putting for many nonprofits. Nonprofits with existing loans with
                                                                                                     balloon payments are usually provided an opportunity to renegotiate such loans at prevailing market rates.

                                                                                                     Recommendation: We urge that the loan terms including interest rate and balloon payments be revisited and recommend the lowest
                                                                                                     permissible rate such as the 0.5% rate initially proposed for PPP loans. In addition, we urge some flexibility in the balloon payment requirement
                                                                                                     to afford the opportunity for renegotiation. If the 5-year amortization were extended to 7 years, this could lessen the balloon payment. We
                                                                                                     request that the borrower have access to engage with derivatives (change to a fixed rate) without the minimum swap requirements.

                                                                                                     4. The Ratio of Adjusted 2019 Earnings before "EBIDA"
                                                                                                     In the "Draft for Public Consultation," for both the Nonprofit Organization New Loan Facility and the Nonprofit Organization
                                                                                                     Expanded Loan Facility, one of the eligibility criteria for borrowers is that they must have "a ratio of adjusted 2019 earnings before
                                                                                                     interest, depreciation, and amortization ("EBIDA") to unrestricted 2019 operating revenue, greater than or equal to 5%" (#6).
                                                                                                     In the context of nonprofit operations, this threshold is too high and would make many, if not most, nonprofits ineligible based on these criteria,
                                                                                                     which seems written more in the context of for-profit businesses as opposed to nonprofit organizations.

                                                                                                     It may certainly be prudent and necessary to have a positive ratio of adjusted earnings; however, nonprofits generally run on a small margin,
                                                                                                     both out of necessity and also so as to not leave excess surpluses that could be used for fulfilling their missions. Moreover, at times a nonprofit
                                                                                                     may have a planned and manageable deficit as part of a strategic plan-a negative ratio at one isolated point is not always an indication of
                                                                                                     instability.

                                                                                                     Furthermore, the footnotes for criteria #6 clarify that "The Eligible Lender should calculate operating revenue as unrestricted operating
                                                                                                     revenue, excluding funds committed to be spent on capital.Xquot; Many nonprofits have "restricted revenue" through grants and
                                                                                                     contracts built into their operating budgets. Excluding this revenue would compound the problem of meeting the 5% ratio. Although it would be
                                                                                                     sensible to exclude contributions raised for a "capital campaign," excluding other capital funds included in an annual budget for
                                                                                                     maintenance and planned upgrades would further decrease the required ratio.

                                                                                                     Recommendation: The 5% requirement should be reduced to zero, if not eliminated. In addition, a statement of explanation of a deficit should
                                                                                                     be allowed so that a negative ratio does not mean automatic ineligibility for a nonprofit borrower. Finally, further clarification on the calculation
                                                                                                     methodology -in the context of nonprofit operating budgets- is needed in regard to both restricted funding from grants in annual operating
                                                                                                     budgets, as well as capital funds for improvements that are part of an annual operating budget. This clarification would allow noted revenues to
                                                                                                     remain in calculation to ease the restriction and not further restrict eligibility.

                                                                                                     5. Employee Retention
                                                                                                     The description of Xquot;Retaining EmployeesXquot; in the draft term sheet requires refinement in order for nonprofits to access this program.
                                                                                                     We endorse the analysis of the National Council of Nonprofits on the issue of employee retention, and recommend the following:

                                                                                                     Recommendation: XquotjReasonable effortsXquot; should be interpreted in the totality of the circumstances, taking into consideration not only
                                                                                                     the general economic environment in the community or communities in with the borrower operates, but also factors such as workforce,
                                                                                                     fundraising ability, revenue-generating activities, and overall demand for the services and programs the organization provides. One option
                                                                                                     would be to add the qualifier Xquot;mission-basedXquot; before Xquot;reasonable efforts.Xquot;

                                                                                                     Recommendation: The terms Xquot;maintain its payrollXquot; and Xquot;retain its employeesXquot; are vague and need further refinement.
                                                                                                     We ask the Federal Reserve to make clear that nonprofits participating in the Main Street loan program generally should endeavor to pay staff
                                                                                                     at the same or increased income levels and should act in good faith to keep staffing levels (measured on the basis of full-time equivalents) at
                                                                                                     the same or increased levels, both for the duration of the loan. It is also important that the loan documents expressly state that the employee
                                                                                                     retention provision begins on the date that loan funding is received by the borrower rather than at an earlier date.

                                                                                                     Recommendation: We ask that the Federal Reserve adopt safe harbors of other loan programs and state clearly that nonprofit borrowers will
                                                                                                     not be penalized under the employee retention provision for the decision of employees to decline offers of rehire, or for those who are fired for

                                                                                                        Page 217 of 300
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                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     cause, voluntarily resign, or voluntarily request a reduced schedule during the time that the loan is outstanding.

                                                                                                     6. Additional Recommendations and Requests for Clarification
                                                                                                     MNN respectfully requests the Federal Reserve clarify the following issues in its final expansion notice.
                                                                                                      Endowment: What resources should be included in endowment calculations? Does it include restricted endowments? Does it extend to include
                                                                                                     cash on hand?
                                                                                                      Collateral: Flexibility on collateral is requested. The loan should be able to be approved with no more than 50% Loan to Value (LTV) if
                                                                                                     collateral is needed.
                                                                                                      Other Debts: The proposal requires that borrowers, "refrain from repaying the principal balance of, or paying any interest on, any debt
                                                                                                     until the Eligible Loan is repaid in full, unless the debt or interest payment is mandatory and due." We request that this exclude lines of
                                                                                                     credit and other debt that are assumed to provide financial liquidity related to the impact of COVID-19.

                                                                                                     7. Loan Forgiveness
                                                                                                     Finally, Congress must ensure that mid-sized nonprofits have access to loan forgiveness. While it is a welcome development to see the
                                                                                                     Federal Reserve making its Main Street lending program available to some nonprofits, this assistance still falls short of what is most needed by
                                                                                                     nonprofit organizations - a provision that makes these loans forgivable.

                                                                                                     In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our country due to the COVID-19 pandemic. Even
                                                                                                     as they face many of the same economic challenges as other industries, nonprofits are not shutting down. Rather, they are straining to meet
                                                                                                     increasing demands in our communities on the front lines - caring for the sick, feeding families, and keeping our communities connected.
                                                                                                     Furthermore, nonprofits will play an integral role as our nation recovers - providing childcare, job training, and other core supports.

                                                                                                     Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical operations in the face of enormous economic
                                                                                                     challenges. Data released by Independent Sector shows that nonprofits with between 500 to 5,000 employees, key to scaling relief efforts
                                                                                                     across the nation, have been severely impacted by this health and economic crisis. When asked "What types of additional assistance
                                                                                                     would be most helpful to your organization?" organizations overwhelmingly (92% of responses) suggested government support in the
                                                                                                     form of forgivable loans. Smaller nonprofits throughout the country have been hit equally hard, and also need access to additional lending
                                                                                                     support.

                                                                                                     Nonprofit organizations need funding so they can continue to meet the needs of their communities. Many charitable organizations do not have
                                                                                                     steady streams of commercial income and have little capacity for loan and interest repayment. Furthermore, nonprofits are the third largest
                                                                                                     employment sector and many hope to hire more workers as their organizations recover.

                                                                                                     Recommendation: Congress must recognize the vital services nonprofits provide to communities and the economy by including loan
                                                                                                     forgiveness, in the next round of COVID-19 relief legislation.

                                                                                                     Thank you for your consideration of this input on behalf of Massachusetts nonprofit organizations. If any additional information is helpful,
                                                                                                     please contact MNN's Director of Government Affairs, Danielle Fleury, at 617-391-9175 or dfleury@massnonprofitnet.org .




                                                                                                        Page 218 of 300
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                                                                                                      Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address     Affiliation                                                                       Comment




                                                                                                             I have worked for 18 years leading a program within a non-profit agency which has a 100 year history of helping families in Massachusetts.
                                                                                                             Yearly pre-Covid 19, we provide home visiting services to more than 45 babies and toddlers and out larger Agency services over 15,000
                                                                                                             infants and toddlers. This skilled staff of 864 professionals made this possible. And yet, because there are more than 500 of us, we were left
                                                                                                             without support for sick leave, paycheck protection, and forgivable loans. We are held to different criteria for the employee retention credit. We
                                                                                                             are left out of the economic stimulus that is essential for our organization's survival.

                                                                                                             The lack of cash flow to our agency and others like ours has led to job loss and has delayed job creation. The longer term impact is that
                                                                                                             communities, families, and our service sector will suffer for decades. Across the country, programs like ours are closing, furloughing staff, and
                                                                                                             stopping services to children who need our help. These programs like ours serve children who are deaf, premature, visually impaired, medially
                                                                                                             compromised, language or motor delayed. Some children are homeless or live with parents unable to provide a basic level of parenting skills.

                                                                                                             With access to favorable lending terms and with the same stimulus funding that was offered to smaller non-profits, we could start calling back
                                                                                                             to work our furloughed staff. We could continue to support children and families. We could avoid an erosion of our social service sector.
                                                                                                             Necessarily, however, the eligibility criteria ratio of, "adjusted 2019 EBIDA to unrestricted 2019 operating revenue, greater than or equal
Staff Group - Main                                                                                           to 5%", excludes nearly every social service nonprofit known to us. This criteria is burdensome, unnecessary, and rewards nonprofit
Street Lending                                                                                               agencies that have chosen to retain a high earnings margin. To support nonprofits and economic recovery, this criteria must be removed.
Program - Nonprofit                                                                          Thom Charels
Organization          PIO (Email    6/22/2020                                lsanik@thomch   River Early     Thank you for your consideration.
Facilities            from Web)     12:00:00 AM     Sanik       Lorraine     ild.org         Intervention




                                                                                                                Page 219 of 300
                                                                                                             Main Street Lending Program
                                                                                                           Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name    First Name   Email Address         Affiliation                                                                         Comment
                                                                                                                  We are writing on behalf of the Tennessee Primary Care Association (TPCA). TPCA is the membership association for Federally Qualified
                                                                                                                  Health Centers (FQHCs), or community health centers (CHCs) in Tennessee. FQHCs are community-based, non-profit organizations that
                                                                                                                  provide affordable, accessible health care to all individuals, regardless of their insurance status or ability to pay. As explained below, we
                                                                                                                  appreciate the Federal Reserve's intention to expand Main Street Loans to non-profit organizations; however, after analyzing the draft
                                                                                                                  Term Sheet, we have determined that almost no FQHCs would qualify for these loans under the current eligibility requirements. Therefore, we
                                                                                                                  are requesting that:
                                                                                                                   the loan terms be revised to enable the majority of FQHCs to qualify, and
                                                                                                                   FQHCs be permitted to work with Community Development Financial Institutions (CDFIs) to access Main Street loans, as CDFIs understand
                                                                                                                  the unique FQHC model and collectively have provided more than $2.1 billion in loans to FQHCs, with a default rate of less than 1/1 Oth of 1%.

                                                                                                                  Background on TPCA and the COVID-19 Pandemic

                                                                                                                   FQHCs in Tennessee centers deliver care at over 200 sites across the state and serve more than 422,000 patients each year. Health centers
                                                                                                                  serve on the front lines of public health including the ongoing COVID-19 pandemic. In Tennessee, 73% of community health center patients
                                                                                                                  have incomes below the Federal Poverty Level and one-third of community health center patients are uninsured, a number that is expected to
                                                                                                                  jump as Tennessee experiences record unemployment and more individuals lose their health insurance. Community health center patients are
                                                                                                                  especially susceptible to COVID-19 because many of them live with multiple chronic conditions or with housing insecurity that makes social
                                                                                                                  distancing challenging.

                                                                                                                  FQHCs in Tennessee responded to the COVID-19 pandemic by quickly adjusting their daily operations to expand telehealth capabilities and
                                                                                                                  open testing sites in their communities. Community health centers continue to ramp up COVID-19 testing and collaborate with local and state
                                                                                                                  partners to reach vulnerable and underserved communities. Even as community health centers respond to COVID-19, they have faced
                                                                                                                  dramatic reductions in revenue as preventive and primary care visits plummeted. Tennessee's community health centers anticipate losing
                                                                                                                  up to $89.9 million in operating income depending on how long the pandemic lasts. The combined financial strain of pandemic response and
                                                                                                                  reductions in delivery of routine health services has forced FQHCs to limit their hours, furlough or lay-off staff, and close certain sites.

                                                                                                                  FQHCs have received federal funding to address some of their immediate COVID-19 related needs, but have not received the investment they
                                                                                                                  need to survive the pandemic and resume pre-COVID-19 operations. Community health centers are also bracing for an influx of patients as the
                                                                                                                  unemployment rate increases and more individuals lose health insurance. FQHCs have only received up to 2% of their net patient revenues
                                                                                                                  from the Provider Relief Fund. While many health centers have also applied for funding through the Paycheck Protection Program, this option
                                                                                                                  is only available to those community health centers with less than 500 employees.

                                                                                                                  Recommendation to expand eligibility criteria to allow majority of FQHCs to qualify:

                                                                                                                  TPCA was relieved to learn that the Federal Reserve would soon start offering Main Street Loans to non-profits. However, after reviewing the
                                                                                                                  proposed Terms Sheet and consulting with experts, we have concluded that almost no FQHCs would qualify under the proposed eligibility
                                                                                                                  criteria.

                                                                                                                  This conclusion is based on an analysis conducted by Capital Link, a non-profit organization that receives funding from the Federal Department
                                                                                                                  of Health and Human Services to assist FQHCs with accessing capital. Capital Link determined that under the proposed lending parameters:
                                                                                                                   Prior to the pandemic, only 13% of health centers would have met the combined criteria. This includes less than one in five of the FQHCs with
                                                                                                                  over 500 staff, who are currently ineligible for the Paycheck Protection Program.
                                                                                                                   Because of the significant cash declines experienced by FQHCs as a result of COVID-19, at present, far fewer than 13% would be able to
                                                                                                                  meet the DCOH and Cash/Debt ratio at loan origination.

                                                                                                                  The most problematic financial parameters for FQHCs are:
                                                                                                                   EBIDA to unrestricted 2019 operating revenue greater than or equal to 5%
                                                                                                                   Days cash on hand at loan origination equal to or greater than 90 days
Staff Group - Main                                                                                                 Ratio of unrestricted cash and investments to outstanding debt (including Main Street debt and CMS Accelerated and Advance Payments) at
Street Lending                                                                                                    origination is 65% or greater
Program - Nonprofit                                                                              Tennessee
Organization          PIO (Email    6/22/2020                                 terri.sabella@tn   Primary Care     In order to provide a meaningful program for which approximately 60% of FQHCs would qualify, we request that the Federal Reserve adjust
Facilities            from Web)     12:00:00 AM     Sabella     Terri         pca.org            Association      the following lending parameters for FQHCs loans as follows:

                                                                                                                     Page 220 of 300
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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                     Comment
                                                                                                     EBIDA to unrestricted 2019 operating revenue greater than or equal to 3%
                                                                                                     Days cash on hand at loan origination equal to or greater than 30 days
                                                                                                     Eliminate the unrestricted cash to debt ratio requirement
                                                                                                     Lower the minimum employee requirement to 20.

                                                                                                     In addition, we ask that the Federal Reserve clarify the eligibility requirement that reads: "has not received specific support pursuant to
                                                                                                     the Coronavirus Economic Stabilization Act of 2020 (Subtitle A of Title IV of the CARES Act)." As you know, Section 4003 of Title IV
                                                                                                     authorizes the Federal government to make loans to States and municipalities for COVID-19 relief. It is possible that a state or municipality
                                                                                                     could receive a loan under Section 4003, and use part of it to support FQHCs or other safety net providers. To make clear that FQHCs or other
                                                                                                     providers who receive this type of support from their state are still eligible for Main Street Loans, we recommend that the term "specific
                                                                                                     support" be revised to read "direct support."

                                                                                                     Request for FQHCs to work directly with CDFIs to access Main Street Loans

                                                                                                     Finally, it is important to note that Community Development Financial Institutions (CDFIs) have historically played a major role in providing
                                                                                                     financing to FQHCs for decades. As such, they understand the FQHC model and are best positioned to underwrite loans to health centers. A
                                                                                                     coalition of 25 CDFIs who are members of the Lenders Coalition for Community Health Centers have collectively provided more than $2.1
                                                                                                     billion in loans to FQHCs, with a default rate of less than 1/1 Oth of 1%.

                                                                                                     Unfortunately, very few CDFIs would qualify as eligible lenders under the program as it is currently construed. To enable FQHCs to work
                                                                                                     directly with lenders who best understand their model and needs, we recommend that the Federal Reserve structure the nonprofit portion of
                                                                                                     the Main Street Loan Program to:
                                                                                                      Allow CDFIs to participate as lenders in the program; and
                                                                                                      Allow CDFIs to borrow from the Federal Reserve under the same terms as banks, which would enable CDFIs to offer interest rates to FQHCs
                                                                                                     at LIBOR +3%

                                                                                                     We are providing these comments on short notice to accommodate the Federal Reserve's request. We would be happy to provide more
                                                                                                     detailed comments and/or provide additional information to assist the Federal Reserve in developing a program that will be responsive to the
                                                                                                     current needs of Federally Qualified Health Centers.

                                                                                                     Sincerely,

                                                                                                     Terri Sabella, CEO
                                                                                                     Tennessee Primary Care Association




                                                                                                        Page 221 of 300
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                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name    Email Address     Affiliation                                                                      Comment
                                                                                                              June 22, 2020


                                                                                                              Board of Governors of the Federal Reserve System
                                                                                                              20th Street and Constitution Avenue, N.W.
                                                                                                              Washington, DC 20551

                                                                                                              RE: Change Eligibility Requirements for the Main Street Leading Program to Include Section 501(c)(6) Organizations

                                                                                                              Dear Board of Governors of the Federal Reserve System:

                                                                                                              On behalf of the American Society of Association Executives (ASAE), which represents more than 48,000 association professionals
                                                                                                              nationwide, I applaud your recent proposal to expand the Main Street Lending Program to provide small and medium-sized Section 501(c)(3)
                                                                                                              nonprofit organizations access to loans due to the coronavirus pandemic. As you note in the proposal, nonprofit organizations are a critical part
                                                                                                              of the economy and provide essential services to society. As you gather feedback to make the program as efficient and effective as possible,
                                                                                                              ASAE urges you to expand the scope of the program to give Section 501(c)(6) associations the same access to credit during this difficult time.

                                                                                                              As the largest organization to represent trade and professional associations, part of ASAE's mission is to advocate legislative, regulatory
                                                                                                              and legal issues that directly or potentially impact the broad association, nonprofit and tax-exempt communities. This includes, travel, tourism
                                                                                                              and conferences, with which associations and other Section 501(c) organizations play a major role.

                                                                                                              More than 62,000 associations across the country play an important role to train America's workforce, create industry and professional
                                                                                                              standards, and disseminate essential information and resources to people in need - particularly during times of crisis. These organizations are
                                                                                                              already relied upon to help coordinate federal resources to combat the coronavirus pandemic, and they require staff to fulfill this duty.
                                                                                                              Associations now face, however, unprecedented financial losses from event cancellations. Most associations also anticipate further losses in
                                                                                                              dues revenues, as members address their own economically precarious circumstances by cutting expenses, including association
                                                                                                              membership. Without support, Section 501(c)(6) organizations will be unable to continue to provide the services on which so many rely.

                                                                                                              The Coronavirus Aid, Relief and Economic Security (CARES) Act does not provide sufficient and critically needed emergency funds to trade
                                                                                                              and professional associations in desperate need of support. For example, Section 501(c)(6) organizations do not have access to the Paycheck
                                                                                                              Protection Program and statutory language for Economic Injury Disaster Loans (EIDL; Section 1110) is unclear in exactly how it treats
                                                                                                              associations.

                                                                                                              Many associations have little or no financial cushion to carry them through these times. One coalition of teaching organizations, which
                                                                                                              collectively are ASAE members, was forced to cancel its April annual meeting and now faces a loss of $226,000 - without support, this loss will
                                                                                                              bankrupt the coalition, which has supported education and teaching for 50 years.

                                                                                                              Another ASAE member, which provides critical assistance for rural healthcare, faces almost $2.5 million in financial loss as a result of major
                                                                                                              event cancellations. This would be a vast loss for any organization and a crippling one for many ASAE members.

                                                                                                              We urge you to expand the eligibility requirements for the Main Street Lending Program to include 501 (c)(6) organizations. Thank you for your
                                                                                                              consideration. If you have questions regarding ASAE or its request for critically-needed assistance to the association and nonprofit sectors,
                                                                                                              please contact Mary Kate Cunningham, CAE, vice president of public policy, at mcunningham@asaecenter.org or 202- 626-2787.

                                                                                                              Sincerely,

Staff Group - Main
Street Lending
Program - Nonprofit                                                                                           Susan Robertson, CAE
Organization          PIO (Email    6/22/2020                                 cvest@asaece                    President and CEO
Facilities            from Web)     12:00:00 AM     Vest        Christopher   nter.org        ASAE




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   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                        Comment
                                                                                                              Jerome Powell, Chairman
                                                                                                              Board of Governors of the Federal Reserve System
                                                                                                              20th Street and Constitution Avenue NW
                                                                                                              Washington, DC 20551

                                                                                                              June 22, 2020

                                                                                                              Re: Main Street Lending Program-Nonprofit Organization Facilities

                                                                                                              Dear Chairman Powell,

                                                                                                              I am writing on behalf of Educational Testing Service (ETS) to submit comments in regard to the new lending facility being established as part
                                                                                                              of the Main Street Lending Program (MSLP) for non-profit organizations. We appreciate the update clarifying that private, nonprofit institutions
                                                                                                              are eligible businesses that may access the Main Street Lending Program. Like many other nonprofit entities, ETS has been severely impacted
                                                                                                              by the COVID-19 crisis and access to these types of programs is critical to our continued operations and our workforce.

                                                                                                              By the way of background, ETS is a nonprofit organization which was established in 1947 that employs approximately 3,200 people, mostly in
                                                                                                              the U.S., providing world-class educational assessments and related services. ETS is involved in work spanning all levels of the education
                                                                                                              system. Domestically, we are best known for our K-12, teacher licensure and higher education assessments, as well as for developing and
                                                                                                              administering the SAT and AP exams for the College Board. ETS also owns the GRE exam which is accepted by most graduate schools and
                                                                                                              business schools, as well as English language assessments such as TOEFL and TOEIC. In addition, ETS provides critical support to the U.S.
                                                                                                              Department of Education on the National Assessment of Educational Progress (NAEP) and leads work on PISA and PIAAC assessments for
                                                                                                              the Organization for Economic Cooperation and Development (OECD).

                                                                                                              Through our TOEFL and GRE assessments, ETS plays a critical role in bringing tuition-paying international students to U.S. educational
                                                                                                              institutions. U.S. education service exports ranked fifth among service exports in 2018. International students studying in the U.S. supported
                                                                                                              over 450,000 jobs and contributed over $45.3 billion to the U.S. economy in tuition and living expenses in 2018, producing a trade surplus of
                                                                                                              $35.2 billion. These export numbers are very important for supporting the health of the U.S. economy.

                                                                                                              As you seek to finalize the terms and structure of this program, we offer the following comments to help ensure there is clarity for nonprofits like
                                                                                                              ETS:

                                                                                                              As a preliminary matter, the draft loan summary included in the request for comments mentions that not all of the applicable terms and
                                                                                                              conditions are listed. This lack of transparency can lead to confusion for the nonprofit borrower. For example, the section titled 'Required
                                                                                                              Borrower Certifications and Covenants' of the document titled Nonprofit Organization Expanded Loan Facility (DRAFT), states "ln
                                                                                                              addition to other certifications required by applicable statutes and regulations, the following certifications and covenants will be required from
                                                                                                              Eligible Borrowers." It would be helpful to know all the loan terms and conditions and certifications that a borrower must meet in order to
                                                                                                              qualify for these nonprofit loans.

                                                                                                              In addition, we would recommend greater clarity with respect to the following:
                                                                                                               Specific requirements for a borrower who has access to other credit facilities;
                                                                                                               Whether there is a cap on liquidity available from cash and investment portfolios;
                                                                                                               The definition of "endowment"; and
                                                                                                               How loan covenants might work or even if they apply.

                                                                                                              To address the 2nd and 3rd bullets above, we would recommend that for nonprofits, like ETS, that do not have endowments, that the maximum
                                                                                                              allowed for endowments apply to their cash and investments.


Staff Group - Main                                                                                            In addition, while we understand why the Federal Reserve has tried to maintain similar terms between the MSLP business program and the
Street Lending                                                                                                proposed MSLP nonprofit facility, we believe the terms in the MSLP nonprofit facility should reflect the unique nature of nonprofits. Accordingly,
Program - Nonprofit                                                                                           given the financial cycle of nonprofits, we recommend that the nonprofit facility should offer longer deferments and repayment terms than what
Organization          PIO (Email    6/22/2020                                                                 is currently included in the proposed term sheet.
Facilities            from Web)     12:00:00 AM     Segal       Nancy        nsegal@ets.org   ETS

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                        Comment
                                                                                                     Specifically, under "eligible loans" item #2 "principal payments deferred for two years and interest payments deferred for one
                                                                                                     year (unpaid interest will be capitalized)," we ask that the capitalization of unpaid interest requirement be waived. Similarly, item #3
                                                                                                     "principal amortization of 15% at the end of the third year, 15% at the end of the fourth year, and a balloon payment of 70% at maturity at
                                                                                                     the end of the fifth year" we ask to be waived. Since a balloon payment may be difficult for those nonprofits that might be impacted for
                                                                                                     several years following the COVID-19, we would recommend that the nonprofit be allowed to elect which payment method to utilize.

                                                                                                     We also recommend that the interest rate on the MSLP nonprofit loans be set below the rate for the MSLP business loans, currently set at an
                                                                                                     adjustable rate of LIBOR + 300 basis points. Non-profits seek to serve their respective missions while remaining solvent, compared to for-profit
                                                                                                     entities which work to maximize net revenues so as to generate a surplus through normal business activity to cover borrowing costs. Rather
                                                                                                     than LIBOR plus 3 percent, we propose that the Fed set the margin above LIBOR at a lower level for non-profit borrowers, ideally at a level
                                                                                                     sufficient to cover the costs of the program without generating a net gain for the Federal Reserve. An attractive and competitive interest rate
                                                                                                     will help nonprofits as we continue to play an essential role in the United States long-term economic recovery.

                                                                                                     We thank you for your consideration and look forward to working with you on this and other important loan programs as the Federal Reserve
                                                                                                     responds to the COVID-19 crisis.


                                                                                                     Respectfully submitted,

                                                                                                     Nancy Segal
                                                                                                     Executive Director
                                                                                                     Government and External Relations
                                                                                                     ETS
                                                                                                     nsegal@ets.org
                                                                                                     202-841-2278




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                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                         Comment
                                                                                                               June 22, 2020

                                                                                                               Submitted Electronically at FederalReserve.gov
                                                                                                               Board of Governors
                                                                                                               Federal Reserve

                                                                                                               Re: Main Street Lending Program- Nonprofit Organization Facilities

                                                                                                               To whom it may concern:

                                                                                                               Thank for you this opportunity to provide comments on the Nonprofit Organization Facilities under the Main Street Lending program. Stewards
                                                                                                               of Affordable Housing for the Future (SAHF) appreciates the Federal Reserve's recognition of the vital role of nonprofit organizations as
                                                                                                               employers and community institutions and the important role that they will play in an equitable economic recovery. SAHF is a policy
                                                                                                               collaborative comprised of thirteen mission-driven, multi-state non-profit affordable housing developers - Mercy Housing, Volunteers of
                                                                                                               America, National Church Residences, National Housing Trust, The Evangelical Lutheran Good Samaritan Society, Retirement Housing
                                                                                                               Foundation, Preservation of Affordable Housing, The NHP Foundation, BRIDGE Housing, CommonBond Communities, Community Housing
                                                                                                               Partners, Homes for America, and The Community Builders. SAHF members preserve and develop affordable multifamily homes that expand
                                                                                                               opportunity and create dignity for low-income persons with disabilities, the elderly, families, and the homeless. By efficiently and creatively
                                                                                                               leveraging private, public, and philanthropic resources, SAHF members have developed or preserved more than 140,000 affordable rental
                                                                                                               homes across the county. The affordable homes that SAHF members create and preserve are a source of stability and resilience for residents
                                                                                                               and communities. SAHF members partner with other specialized nonprofits to address the holistic needs of their residents. In addition to
                                                                                                               building homes, SAHF members create jobs at the local level and in corporate offices. They employ thousands of people across the country.

                                                                                                               We appreciate the flexibility that the Federal Reserve has tried to create in the nonprofit extension of this program. However, we are concerned
                                                                                                               that while some of the eligibility requirements are well-suited for manufacturing and profit-motivated businesses that sells goods, they
                                                                                                               don't contemplate the broad and complex range of business models used by nonprofit organizations, including developers and operators
                                                                                                               of affordable housing. Many nonprofits, including SAHF members, do not have endowments that generate significant income. Many have
                                                                                                               revenue-generating activities other than fundraising as well. Affordable housing developers typically do not have endowments and rely
                                                                                                               primarily on development fees, distributions from operating properties, and management fees. The comments below address how the eligibility
                                                                                                               criteria apply to nonprofit affordable housing developers, but we recognize that the eligibility criteria will present different challenges for other
                                                                                                               types of nonprofits and we encourage the Federal Reserve to apply flexible/adaptive criteria that recognize the unique models of nonprofits.

                                                                                                               Eligible Loans
                                                                                                               Terms
                                                                                                               While many SAHF member nonprofits anticipate that they may need the resources provided by a Main Street loan, the terms on which the
                                                                                                               loans are proposed are challenging. First, the LIBOR plus 300 basis point rate is higher than what most organizations are charged for lines of
                                                                                                               credit from their banks, we urge the Federal Reserve to pursue a lower interest rate to make this program more feasible for nonprofits. Further,
                                                                                                               the five-year term of the loan could limit the utility of this resource. Consistent with the analysis of many financial experts, SAHF members
                                                                                                               anticipate that the current recession will impact their organizations for years to come, but the extent of the impact is not yet known. This is
                                                                                                               particularly true because of the long lead time of developing real estate. Bringing a new affordable housing development to market can take
                                                                                                               three to five years. For this reason, a five-year repayment term for impacts not yet fully realized makes the loan program less attractive.

                                                                                                               Line of Credit, Revolving and Prepayment
                                                                                                               SAHF members that may need a loan under the Main Street program in the months and years to come are interested in preserving their
                                                                                                               access to this important resource, but are concerned about the cost and financial impact of having the loan outstanding before or for longer
                                                                                                               than it is needed. To minimize borrower interest expense and risk to the government, we encourage the Federal Reserve to consider making
                                                                                                               these funds available as a line of credit with a term of five years from the date first drawn upon. If a letter of credit is infeasible, the Federal
                                                                                                               Reserve could allow these loans to prepaid and redrawn within the five-year eligibility provided that the maturity shall not exceed the original
Staff Group - Main                                                                                             five-year window. Further, SAHF members are concerned about the cost and impact of keeping the loan outstanding for longer than it may be
Street Lending                                                                               Stewards of       needed, so we ask that you confirm that there will be no restrictions on or penalty/yield maintenance for prepayment.
Program - Nonprofit                                                                          Affordable
Organization          PIO (Email    6/22/2020                                aponsor@sahf    Housing for the   Subordination
Facilities            from Web)     12:00:00 AM     Ponsor      Andrea       net.org         Futrure           Lenders should be allowed flexibility to allow the Main Street loan to be subordinate to existing debt if all debt is current and the organization

                                                                                                                  Page 225 of 300
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                                                                                                        Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name    Email Address      Affiliation                                                                            Comment
                                                                                                               meets other leverage requirements. Nonprofit housing organizations often operate with significant leverage at both the property and corporate
                                                                                                               level. These borrowings are used to bridge the long timelines from inception to completion of a housing development project. Much of this debt
                                                                                                               is from other public sources and subordinate to senior commercial debt. It will be very difficult if not impossible to have all lenders agree to
                                                                                                               subordinate to the new Main Street loan. This will substantially impact the ability to use this tool by housing nonprofits, so it is critical that an
                                                                                                               alternate criterion be identified. Further, the interest rate that is proposed by the Main Street program fits with the idea that this will not be the
                                                                                                               most senior debt they carry but rather that it will be subordinate debt that fits within leverage requirements.

                                                                                                               Security
                                                                                                               For housing nonprofits this product would be very useful if the nonprofit was allowed to pledge an interest in one or more specific future
                                                                                                               developer fee receipts on projects that have closed and are in construction, with the option of substituting additional such collateral through the
                                                                                                               five-year term. This could also have the advantage of providing the lender and the Federal Reserve with specific collateral to lend against
                                                                                                               obviating the need for the subordination requirement. If the LTV ratio of such loans was 65-85% of the developer fees pledged, the nonprofit
                                                                                                               would have current access to future developer fees while still providing the lender and the Federal Reserve with a margin of safety.

                                                                                                               Eligible Borrowers

                                                                                                               Parent Organization as Borrower
                                                                                                               The Eligible Borrower requirement should be applied only to the parent nonprofit entity. Most housing nonprofits operate through numerous
                                                                                                               single purpose entities owning real estate. In general, the requirements surrounding the low income housing tax credit (LIHTC), requires a
                                                                                                               structure where the single purpose entity is controlled by the nonprofit, but the housing nonprofit has only a less than 1% interest, nevertheless
                                                                                                               the entities are required to be consolidated according to GAAP. Since the single purpose entities are designed to generate operating losses for
                                                                                                               investors due to depreciation of real estate assets and accrued but unpaid interest on soft debt, housing nonprofits generally generate losses
                                                                                                               on a consolidated basis. These losses will impact the eligibility of well-run nonprofits for Main Street loans if GAAP consolidated affiliates are
                                                                                                               included. For these reasons the loan qualifications should be applied on a parent-only basis to make this a useful tool for housing nonprofits.
                                                                                                               However, it is equally important that borrowers be allowed to use proceeds to support the operation of affordable housing properties owned by
                                                                                                               single asset entities since their stable operation is key to to well-being of people with limited economic means.

                                                                                                               Flexible Approach on Financial Requirements (Criteria 6-8)
                                                                                                               The relatively unique nature of large nonprofits, particularly nonprofit affordable housing developers, makes the earnings, depreciation,
                                                                                                               amortization, liquidity and debt ratio requirements of items 6-8 inaccurate measure of financial health. We have outlined key concerns in the
                                                                                                               bullets below. We encourage the Federal Reserve to adopt a flexible approach that may allow lenders discretion to underwrite Main Street
                                                                                                               loans that meet some minimum number, but not all, eligibility requirements.
                                                                                                               o EBIDA (Criteria 6): Most housing nonprofits operate through numerous single purpose entities owning real estate. In general, these single
                                                                                                               purpose entities are controlled, but the housing nonprofit has only a less than 1% interest, nevertheless the entities are required to be
                                                                                                               consolidated according to GAAP. Since the single purpose entities are designed to generate operating losses for investors due to depreciation
                                                                                                               of real estate assets and accrued but unpaid interest on soft debt, housing nonprofits generally generate losses on a consolidated basis. For
                                                                                                               these reasons the loan qualifications should be applied on a parent-only basis to make this a useful tool for housing nonprofits.
                                                                                                               o Liquid Assets (Criteria 7): Nonprofits operating without substantial endowments may not hold cash equal to 90 days of operating expenses.
                                                                                                               This would be much more helpful if this threshold were 30 days. This would be particularly helpful for direct service nonprofits, like some of the
                                                                                                               partners of SAHF member organizations, that are dependent on government and private sector partners paying invoices on time and therefore
                                                                                                               subject to frequent fluctuations in cash, particularly during this crisis.

                                                                                                               We appreciate your efforts to adapt this program to the needs of nonprofits that strive to create more equitable communities. Please contact
                                                                                                               Andrea Ponsor (aponsor@sahfnet.org) with any questions.



Staff Group - Main                                                                                             SCO Family of Services is one of the largest human services providers in the State of New York. While we are proud of the number of New
Street Lending                                                                                                 Yorkers we are able to serve, the size of our workforce proved to be a barrier in qualifying for COVID-19 relief from many federal programs. We
Program - Nonprofit                                                                                            would like to request support for nonprofits to be included in the Main Street Lending program and that considerations for the
Organization          PIO (Email    6/22/2020                                 thassler@sco.o   SCO Family of   "essential" and ongoing need for our services to vulnerable be included in the eligibility, application, and disbursement process.
Facilities            from Web)     12:00:00 AM     Hassler     Therea       J2                Services




                                                                                                                  Page 226 of 300
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                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                         Comment
                                                                                                              June 22, 2020

                                                                                                              The Honorable Steven Mnuchin The Honorable Jerome Powell
                                                                                                              Secretary Chairman
                                                                                                              U.S. Department of Treasury Board of Governors of the Federal Reserve System
                                                                                                              1500 Pennsylvania Avenue NW 20th Street and Constitution Avenue NW
                                                                                                              Washington, DC 20220 Washington, DC 20551


                                                                                                              Dear Secretary Mnuchin and Chairman Powell,

                                                                                                              I submit the following comments regarding the creation of the Nonprofit Organization New Loan Facility and the Nonprofit Organization
                                                                                                              Expanded Loan Facility. I appreciate the changes that the Federal Reserve already has made to the Main Street Lending program (MSLP) and
                                                                                                              the announced creation of the two new lending facilities for non-profits. At the same time, I am concerned that those facilities, even with the
                                                                                                              addition of the proposed facilities aimed at nonprofit organizations, will leave out a critical sector of society that is facing unique challenges: this
                                                                                                              nation's public colleges and universities, few of which may have 501(c)(3) status. Unfortunately, the participation criteria for these facilities
                                                                                                              make significant portions of the public higher education sector ineligible.

                                                                                                              For our nation's public colleges and universities, access to affordable capital is a necessary lifeline as they navigate the economic fallout
                                                                                                              from the COVID-19 crisis. We strongly urge you to expand the proposed non-profit facility to include all public institutions of higher education,
                                                                                                              regardless of the number of employees they employ, the size of their endowment, or their tax status.

                                                                                                              As a result of the COVID-19 pandemic, the public higher education sector is facing financial challenges not faced by any other sector:

                                                                                                               For public institutions, state support, which forms the backbone of their finances, will undoubtedly decrease significantly for years to come.
                                                                                                              Many states are already forecasting significant budget shortages, and higher education typically bears a significant proportion of cuts in any
                                                                                                              state budget constriction. Nationally, public institutions of higher education will ultimately see cuts in the billions.
                                                                                                               The state cuts will compound already a dire financial situation. By the start of the new academic year, institutions will already have lost billions
                                                                                                              in revenue from this current year due to refunds provided to students just for room and board.
                                                                                                               Revenues provided by auxiliary services have been decimated and will not recover soon. These include, but are not limited to: parking
                                                                                                              services, bookstore agreements, summer and sports camp fees, student health services, and revenues generated by intercollegiate athletics.
                                                                                                               The costs of transitioning to a virtual delivery system will cost millions initially but will take years to fully tally up.
                                                                                                               Just as important, with so much uncertainty, countless numbers of students will choose different higher education options than the ones they
                                                                                                              originally planned, including many taking gap years or foregoing higher education altogether. Tuition revenues will be severely impacted going
                                                                                                              forward.
                                                                                                               The cleaning of campuses and facilities for the eventual return of students, staff, and faculty-especially those at public research universities-
                                                                                                              will require unprecedented, on-going, and constantly updated efforts.
                                                                                                               For those with hospitals and medical centers, institutions have had to bear the brunt of providing COVID-related services without the
                                                                                                              commensurate level of compensation. Worse still, their revenues have cratered because of the loss of elective procedures and regular medical
                                                                                                              visits and will not recover any time soon.
                                                                                                               All of these developments are occurring simultaneously while many of the large public universities look to continue to serve as one of the
                                                                                                              largest, if not the largest, employers in a given community or region.

                                                                                                              To address this unique set of circumstances, I ask for the creation of a long-term, low-cost loan program for large public and private non-profit
                                                                                                              universities that would allow them to refinance their existing debt to free up much-needed capital to address these and other pressing needs.

                                                                                                              This loan program would not allow institutions to escape their existing loan or debt obligations; this would simply be a mechanism to refinance
                                                                                                              such obligations and significantly restructure their budgets and obligations on an enduring timeframe with a significantly impactful scale. I urge
                                                                                                              the Fed to open a program that would offer funding with the following criteria:
Staff Group - Main
Street Lending
Program - Nonprofit                                                                                           Given the host of financial challenges loans should be offered at zero interest or no more than LIBOR plus 100 BPS.
Organization          PIO (Email    6/22/2020                                smcastro@uw.    University of
Facilities            from Web)     12:00:00 AM     Cauce       Ana Mari     edu             Washington       All public higher education institutions should be eligible and deemed credit worthy as an instrumentality or political subdivision of the state

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                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                         Comment
                                                                                                     regardless of employee numbers or annual revenue.

                                                                                                      Any eligible institutions should have credit rating as investment-grade or above. However, for institutions without public credit ratings or that
                                                                                                     are in financial trouble and have been downgraded due to the pandemic effects, there should be a case-by-case exception since they are the
                                                                                                     schools that most significantly need the help.

                                                                                                     Institutions with hospitals and hospital systems should be allowed to be separately considered for eligibility purposes under the program.

                                                                                                      Institutions should be able to originate new loans to cover costs such as: a covered loss or expense; wages, taxes, and other costs incurred
                                                                                                     for paid sick, medical, or family leave; costs related to the continuation of employee health care benefits; employee salaries; utilities; and to
                                                                                                     defease or refinance any outstanding institutional debt [for debt service savings, which can then be applied to address financial impacts of
                                                                                                     COVID-19],

                                                                                                      Given the financial cycle of colleges and universities, loans should have longer deferments and repayment terms than what is currently
                                                                                                     included in the MSLP. Any enrollment declines at the start of fall 2020 will affect institutions for at least an additional four years as that smaller
                                                                                                     class advances through their degree programs. In addition, public institutions will have a decrease in state funding dollars, and many
                                                                                                     institutions have not recovered from state cutting cuts that occurred in the 2008 recession. A longer repayment period (at least 20 years or the
                                                                                                     statutory authority of the institutions to hold debt) as well as a longer deferment period (at least 2 years or longer) will help to ensure colleges
                                                                                                     and universities are on better financial standing to make payments on these loans.

                                                                                                     While I am encouraged by the steps that the Department of Treasury and the Federal Reserve have taken to create these lending facilities
                                                                                                     which will help our districts and communities, I ask that you take the steps necessarily to ensure that this critical sector of our society is eligible
                                                                                                     to participate in the facility program. I ask that you expand the facility program to make all public institutions of higher education for the new
                                                                                                     nonprofit organization loan facility at expanded terms.

                                                                                                     Sincerely,
                                                                                                     Ana Mari Cauce
                                                                                                     President
                                                                                                     University of Washington




                                                                                                        Page 228 of 300
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                                                                                                        Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address       Affiliation                                                                         Comment
                                                                                                               To Whom It May Concern:

                                                                                                               On behalf of Goodwill Industries International, Inc. and our network of 152 local autonomous Goodwill® organizations around the country,
                                                                                                               thank you for the opportunity to comment on the proposed Nonprofit Organization Loan Facilities. Goodwill works to enhance people's
                                                                                                               dignity and quality of life by strengthening their communities, eliminating their barriers to opportunity, and helping them reach their full potential
                                                                                                               through learning and the power of work.
                                                                                                               Goodwills provide employment, job training and other community-based programs for people who are working to build skills, advance careers
                                                                                                               and make better lives for themselves and their families. To pay for its programs, Goodwill sells donated goods and other household items in
                                                                                                               stores and online marketplaces. Since the pandemic began, many of our donated goods stores were closed, greatly impacting our primary
                                                                                                               source of revenue. As areas are beginning to reopen, additional costs to ensure the safety of our employees, program participants, shoppers,
                                                                                                               and donors have been incurred. The vast majority of local Goodwill organizations have been ineligible to receive adequate financial relief,
                                                                                                               hence we are appreciative of the Federal Reserve for the creation of a program specifically for nonprofits and to Congress for the
                                                                                                               encouragement to do so.
                                                                                                               Charitable nonprofits have unique financial structures. The proposal is more applicable for nonprofits such as hospitals and educational
                                                                                                               institutions than at nonprofits like Goodwill that have a larger reliance on donations from the public to support their missions. Indeed, we pride
                                                                                                               ourselves on the ability to offer many services at no charge. With that in mind, Goodwill respectfully requests the Federal Reserve to address
                                                                                                               the concerns and proposed changes outlined below.

                                                                                                               1. The Proposal to Limit Loans to Nonprofits with Less than 30% of Revenue from Donations Disqualifies Many in Organizations
                                                                                                               Goodwills raise money and receives donations from the public, foundations, corporations and others to fund our mission. Charitable
                                                                                                               organizations play a fundamental role in strengthening civil society. Our organizations provide vital services for veterans, older workers, second
                                                                                                               chance individuals, people with disabilities, opportunity youth and others, and pride ourselves on the donations we receive rooted in the trust
                                                                                                               and support that the public has of the sector.

                                                                                                               Recommendation: Eliminate the requirement that no more than 30 percent of an organization's 2019 revenues come from donations, and
                                                                                                               instead make 501 c(3) organizations that are otherwise meet the employee size are eligible.

                                                                                                               2. More Favorable Loan Terms for Charitable Organizations Are Needed
                                                                                                               The proposal imposes certain liquidity, asset, and reserve requirements that are not required in Main Street New Loan Facilities available to
                                                                                                               for-profit businesses.

                                                                                                               Nonprofit organizations typically provide services with low-profit margins. Indeed, social service organizations report an average aggregate
                                                                                                               margin of 1.5%. According to a recent report by Seachange Capital Partners, the median social services nonprofit has a margin of 1.0%,
                                                                                                               receives 3.6% of its revenue from philanthropy (including investment income), has total financial assets (including endowments and other
                                                                                                               assets that are subject to legal restrictions) equal to 1.9 months of expenses, and operating reserves of less than one month of expenses. Less
                                                                                                               than 20% of large nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial strength" for
                                                                                                               nonprofits. Social services organizations are the most fragile, with fewer than 10% reaching this standard.

                                                                                                               The statistics above should not be viewed as an indictment of the efficiencies or management policies of nonprofits. It is important to note that
                                                                                                               the majority of social service nonprofit funding comes from government grants contracts, recognizing the key role such organizations play in
                                                                                                               serving the most vulnerable. Numerous studies confirm that government funding seldom covers the full cost of providing contracted work,
                                                                                                               which inhibits nonprofits from accumulating reserves through surpluses. In many instances, government grant/contract work creates cash-flow
                                                                                                               challenges since it is paid after the work has been completed and can be subject to significant delays in payment.

                                                                                                               Recommendation: Recognizing the unique nature of nonprofit operations and their importance in continuing to provide vital services as
                                                                                                               partners on the front lines of the COVID-19 crisis, we urge the Federal Reserve to eliminate borrower requirements #7 and #8. If this is not
                                                                                                               possible, we alternatively ask that the requirements be lessened significantly to reflect the economic realities of nonprofit operations, for
                                                                                                               example by requiring only 30 days cash on hand, and making the loan origination 50%.
Staff Group - Main
Street Lending                                                                                Goodwill         We are also concerned that certain eligible loan features are too onerous for nonprofit organizations and are less favorable than those offered
Program - Nonprofit                                                                           Industries       in other government programs. Specifically, the interest rate of LIBOR plus 300 basis points is significantly higher than that offered for
Organization          PIO (Email    6/22/2020                                laura.walling@   International,   Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster Loans (2.75%). In addition, the
Facilities            from Web)     12:00:00 AM     Walling     Laura        goodwill.org     Inc.             imposition of loan origination and service fees adds to the cost under the Nonprofit Facility. Finally, the notion that nonprofits would be faced

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                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     with a 70% balloon payment at the end of the fifth year of the loan would be off-putting for many nonprofits. Nonprofits with existing loans with
                                                                                                     balloon payments are usually provided an opportunity to renegotiate such loans at prevailing market rates.

                                                                                                     Recommendation: We urge that the loan terms including interest rate and balloon payments be revisited and recommend the lowest
                                                                                                     permissible rate such as the 0.5% rate initially proposed for PPP loans. In addition, we urge some flexibility in the balloon payment requirement
                                                                                                     to afford the opportunity for renegotiation. If the 5-year amortization were extended to 7 years, this could lessen the balloon payment. We
                                                                                                     request that the borrower have access to engage with derivatives (change to a fixed rate) without the minimum swap requirements.

                                                                                                     3. The Ratio of Adjusted 2019 Earnings before EBIDA Should Be Revised
                                                                                                     The proposal requires borrowers to have "a ratio of adjusted 2019 earnings before interest, depreciation, and amortization (EBIDA) to
                                                                                                     unrestricted 2019 operating revenue, greater than or equal to 5%.Xquot; This threshold is too high and would make many, if not most,
                                                                                                     nonprofits ineligible based on these criteria alone, which seems written more in the context of for-profit businesses as opposed to nonprofit
                                                                                                     organizations.

                                                                                                     It may certainly be prudent and necessary to have a positive ratio of adjusted earnings; however, nonprofits generally run on a small margin,
                                                                                                     both out of necessity and also so as to not leave excess surpluses that could be used for fulfilling their missions. Moreover, at times a nonprofit
                                                                                                     may have a planned and manageable deficit as part of a strategic plan-a negative ratio at one isolated point is not always an indication of
                                                                                                     instability.

                                                                                                     Furthermore, the footnotes for criteria #6 clarify that Xquot;The Eligible Lender should calculate operating revenue as unrestricted operating
                                                                                                     revenue, excluding funds committed to be spent on capital.Xquot; Many nonprofits have Xquot;restricted revenueXquot; through grants and
                                                                                                     contracts built into their operating budgets. Excluding this revenue would compound the problem of meeting the 5% ratio. Although it would be
                                                                                                     sensible to exclude contributions raised for a capital campaign, excluding other capital funds included in an annual budget for maintenance and
                                                                                                     planned upgrades would further decrease the required ratio.

                                                                                                     Recommendation: The 5% requirement should be reduced to zero or eliminated. In addition, a statement of explanation of a deficit should be
                                                                                                     allowed so that a negative ratio does not mean automatic ineligibility. Finally, further clarification on the calculation methodology -in the context
                                                                                                     of nonprofit operating budgets- is needed in regard to both restricted funding from grants in annual operating budgets, as well as capital funds
                                                                                                     for improvements that are part of an annual operating budget. This clarification would allow noted revenues to remain in calculation to ease the
                                                                                                     restriction and not further restrict eligibility.

                                                                                                     4. Xquot;Reasonable EffortsXquot; Regarding Employee Retention Require Further Clarification
                                                                                                     The description of Xquot;Retaining EmployeesXquot; in the draft term sheet requires refinement if the Federal Reserve expects nonprofits to
                                                                                                     take advantage of this facility. We endorse the analysis of the National Council of Nonprofits on the issue of employee retention, and
                                                                                                     recommend the following:

                                                                                                     Recommendation: XquotjReasonable effortsXquot; should be interpreted in the totality of the circumstances, taking into consideration not only
                                                                                                     the general economic environment in the community or communities in with the borrower operates, but also factors such as workforce,
                                                                                                     fundraising ability, revenue-generating activities, and overall demand for the services and programs the organization provides.

                                                                                                     Recommendation: The terms Xquot;maintain its payrollXquot; and Xquot;retain its employeesXquot; are vague and need further refinement.
                                                                                                     We ask the Federal Reserve to make clear that nonprofits participating in the Main Street loan program generally should endeavor to pay staff
                                                                                                     at the same or increased income levels and should act in good faith to keep staffing levels (measured on the basis of full-time equivalents) at
                                                                                                     the same or increased levels, both for the duration of the loan. It is also important that the loan documents expressly state that the employee
                                                                                                     retention provision begins on the date that loan funding is received by the borrower rather than at an earlier date.

                                                                                                     Recommendation: We ask that the Federal Reserve adopt safe harbors of other loan programs and state clearly that nonprofit borrowers will
                                                                                                     not be penalized under the employee retention provision for the decision of employees to decline offers of rehire, or for those who are fired for
                                                                                                     cause, voluntarily resign, or voluntarily request a reduced schedule during the time that the loan is outstanding.

                                                                                                     5. Additional Recommendations and Requests for Clarification
                                                                                                     Goodwill respectfully requests the Federal Reserve clarify the following issues in its final expansion notice.
                                                                                                      Endowment: What resources should be included in endowment calculations? Does it include restricted endowments? Does it extend to include

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   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address     Affiliation                                                                            Comment
                                                                                                             cash on hand?
                                                                                                              Collateral: Flexibility on collateral is requested. The loan should be able to be approved with no more than 50% Loan to Value (LTV) if
                                                                                                             collateral is needed.
                                                                                                              Other Debts: The proposal requires that borrowers, "refrain from repaying the principal balance of, or paying any interest on, any debt
                                                                                                             until the Eligible Loan is repaid in full, unless the debt or interest payment is mandatory and due." We request that this exclude lines of
                                                                                                             credit and other debt that are assumed to provide financial liquidity related to the impact of COVID-19

                                                                                                             In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our country due to the COVID-19 pandemic. Even
                                                                                                             though they face many of the same economic challenges as other industries, nonprofits are not shutting down. Rather, they are straining to
                                                                                                             meet increasing demands in our communities on the frontlines, caring for the sick, feeding families, and keeping our communities connected.
                                                                                                             Furthermore, they will play an integral role as our nation recovers - providing job training, and other core supports.

                                                                                                             Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical operations despite enormous economic challenges.
                                                                                                             Data released by Independent Sector shows that nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the
                                                                                                             nation, have been severely impacted by this health and economic crisis. When asked "What types of additional assistance would be most
                                                                                                             helpful to your organization?" organizations overwhelmingly (92% of responses) suggested government support in the form of forgivable
                                                                                                             loans. Smaller nonprofits throughout the country have been hit equally hard.

                                                                                                             Nonprofit organizations need funding so they can continue to meet the needs of their communities. Many charitable organizations do not have
                                                                                                             steady streams of commercial income and have little capacity for loan and interest repayment. Furthermore, nonprofits are the third largest
                                                                                                             employment sector and many hope to hire more workers as their organizations recover. America cannot afford to leave out such a vital part of
                                                                                                             the economy.

                                                                                                             While it is a welcome development to see the Federal Reserve making its Main Street lending program available to some nonprofits, this
                                                                                                             assistance still falls short of what is most needed by nonprofit organizations - a provision that makes these loans forgivable. Congress must
                                                                                                             recognize the vital services nonprofits provide to communities and the economy by including loan forgiveness in the next round of COVID-19
                                                                                                             relief legislation.

                                                                                                             Again, Goodwill is grateful for the Federal Reserve embarking to create a lending facility to meet the specific needs of nonprofit organizations
                                                                                                             in order to provide much needed relief. Thank you for considering our request.

                                                                                                             Sincerely,
                                                                                                             Laura Walling

                                                                                                             Laura Walling, Esq.
                                                                                                             Senior Director of Government Affairs
                                                                                                             Goodwill Industries International

Staff Group - Main
Street Lending
Program - Nonprofit                                                          hpickman@ca                     Many nonprofits do not fit the size or donation requirements. We ask that you consider lowering the number of employees and the raise the
Organization          PIO (Email    6/22/2020                                meonetwork.or                   percent of income from donations. Thank you.
Facilities            from Web)     12:00:00 AM     Pickman     Heidi        9               CAMEO




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                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name    Email Address     Affiliation                                                                         Comment
                                                                                                              RE: Main Street Lending Program - NONLF and NOELF

                                                                                                              Dear Chairman Powell:

                                                                                                              I am respectfully submit the following comments to the Federal Reserve System in response to "a proposal to expand its Main Street
                                                                                                              Lending Program to provide access to credit for nonprofit organizations," as published in the Federal Reserve press release on June 15,
                                                                                                              2020.

                                                                                                              It is important that the Board of Governors of the Federal Reserve System broaden the eligibility requirements to include small nonprofits and
                                                                                                              include a provision that makes loans forgivable for nonprofits.

                                                                                                              The COVID-19 health crisis and resulting economic downtown have spotlighted the critically important role nonprofit organizations play in
                                                                                                              supporting communities, providing access to services, and building the foundations for recovery from family and community challenges.

                                                                                                              Many nonprofits providing vital support like emergency services, basic needs, workforce development, early childhood programming, health
                                                                                                              services, and school/afterschool programs have lost significant critical revenue because of the cancellation of planned fundraisers in
                                                                                                              accordance with public health guidelines. Some have been able to access PPP funds, but those will be expiring soon, and many are in danger
                                                                                                              of closing without additional access to funding.

                                                                                                              According to a recent survey done by Independent Sector, 83% of mid-sized nonprofit organizations have experienced a reduction in revenue
                                                                                                              due to COVID-19, with 71% of those organizations having to scale back their services as a result.

                                                                                                              It is important to note that mid-sized nonprofit organizations in the IS survey are defined as organizations with between 500-5000 employees.
                                                                                                              With nonprofits of that size being severely injured by this pandemic, smaller nonprofits operate with much smaller operating reserves, if any,
                                                                                                              and many essential community organizations are in danger of closing permanently.

                                                                                                              The term sheet for the proposed nonprofit loan facility imposes a size minimum that is not imposed in the Main Street New, Priority, or
                                                                                                              Expanded Loan Facilities for for-profit businesses. There is no explanation why the Federal Reserve is proposing that nonprofits with fewer
                                                                                                              than 50 employees should not be eligible for Main Street loans for which their small business counterparts of equal size could secure lending
                                                                                                              support.

                                                                                                              Moreover, these nonprofits are often led by and serve communities of color, communities hardest hit by the COVID-19 pandemic.

                                                                                                              The Federal Reserve noted in its press release that "nonprofits provide vital services across the country." The Federal Reserve
                                                                                                              System's proposed expansion of the Main Street Lending Program would provide important access to credit for nonprofit organizations.
                                                                                                              But the proposed eligibility guidelines would leave vital community organizations without any access to credit to keep providing services to the
                                                                                                              communities hardest hit by the pandemic and recession. Not including a forgiveness provision would create further obstacles for organizations
                                                                                                              dealing with the most severe fallout from the pandemic.

                                                                                                              The Federal Reserve System needs to include a loan forgiveness provision and open eligibility requirements to include nonprofits with less
                                                                                                              than 50 employees in the Main Street Lending Program to provide access to credit for nonprofit organizations. Similarly, Congress should
                                                                                                              include these changes in the next round of COVID-19 relief legislation.

Staff Group - Main                                                                                            Thank you for your support of this vital employment sector at this critical time.
Street Lending
                                                                             Personal Email
Program - Nonprofit                                                                           Grantmakers     All the best,
                                                                             Address
Organization          PIO (Email    6/22/2020                                                 Council of      Nancy Wolanski
Facilities            from Web)     12:00:00 AM     Wolanski    Nancy                         Rhode Island




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   Event Title /
   Description        Ticket Type   Received Date   Last Name     First Name   Email Address         Affiliation                                                                Comment
                                                                                                                   Comments to the Federal Reserve from the American Heart Association

                                                                                                                   As the nation's oldest and largest voluntary organization dedicated to fighting heart disease and stroke, the American Heart Association
                                                                                                                   (AHA) appreciates the opportunity to submit comments to the Federal Reserve System (the Fed) about the Nonprofit Organization Loan
                                                                                                                   Facilities. Nonprofits have stepped up to meet the unprecedented level of need in our country in response to the COVID-19 pandemic.
                                                                                                                   Specifically, the AHA has committed $2.5 million in rapid response research awards to better understand COVID-19 and its interaction with
                                                                                                                   heart and brain systems. AHA has also developed the first COVID-19 focused registry to aggregate data and aid research, treatment protocols
                                                                                                                   and risk factors tied to adverse cardiovascular outcomes.

                                                                                                                   Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical operations despite enormous economic challenges.
                                                                                                                   Data released by Independent Sector show that nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the nation,
                                                                                                                   have been severely impacted by this health and economic crisis. More than 80% of responding nonprofits reported significant reductions in
                                                                                                                   revenue, and nearly half reported reductions in staff at the same time that they are experiencing increasing demand for services. This model of
                                                                                                                   "doing more with less" is not sustainable. While we are focused on mid-size nonprofits that have been ineligible for the Paycheck
                                                                                                                   Protection Program, the job losses are across the sector. Data from Johns Hopkins University estimate that 1.6 million nonprofit jobs have
                                                                                                                   been lost in the last three months.

                                                                                                                   In general, the program as currently proposed is designed more for transactional nonprofits that function like businesses, such as hospitals and
                                                                                                                   institutions of higher education, than for other nonprofits that rely more heavily upon donations from the public to support their missions, like the
                                                                                                                   AHA. This is counter to bipartisan Congressional intent in the CARES Act (Sec. 4003). Recognizing that the two nonprofit business models are
                                                                                                                   different, even if both types of charities are inherently organized around a public mission, shows that many of the financial requirements
                                                                                                                   included in this proposal simply are not applicable to, or workable for, organizations that rely on donations to support their operations. With that
                                                                                                                   in mind, the AHA respectfully requests the Fed address the concerns and proposed changes outlined below.

                                                                                                                   1. Limiting Loans to Mid-Size Nonprofits with Less than 30% of Revenue from Donations Disqualifies Many in Charitable Sector
                                                                                                                   The Fed's criteria that organizations must have revenues from donations that are less than 30% not only disqualifies many charities,
                                                                                                                   including the AHA, but also runs counter to nonprofits' missions. In fact, to retain tax-exempt status under Section 501(c)(3) of the Internal
                                                                                                                   Revenue Code, charitable nonprofits must meet a "public support" test showing they receive at least a third of their revenues via
                                                                                                                   contributions from the general public, contributions or grants from other public charities, or from governmental agencies. Overall, this loan
                                                                                                                   facility seems more applicable to for-profit entities, as well as educational institutions and nonprofit hospitals, but not most charitable
                                                                                                                   organizations.

                                                                                                                   For example, the AHA received approximately 65% of its revenue from charitable donations in 2019. Donations from the public, foundations,
                                                                                                                   corporations, and others to fund education and outreach activities, as well as cardiovascular and cerebrovascular disease research. In fact, the
                                                                                                                   AHA is the largest private not-for-profit funding source for research on these diseases after the federal government. Our organization provides
                                                                                                                   vital services for individuals at-risk of or living with cardiovascular disease and prides ourselves on the donations we receive, reflecting the trust
                                                                                                                   and support that the public has in us to provide those services.

                                                                                                                   Recommendation: Eliminate the requirement that no more than 30% of an organization's 2019 revenues come from donations, and
                                                                                                                   instead make nonprofit organizations that otherwise meet the employee size eligible.

                                                                                                                   2. Increase the Maximum Loan Amount in the Main Street New Loan Facility (MSNLF)
                                                                                                                   The draft MSNLF requires that maximum loan size of an eligible loan be "the lesser of (i) $35 million or (ii) an amount that, when added to
                                                                                                                   the Eligible Borrower's existing outstanding and undrawn available debt, does not exceed four times the Eligible Borrower's adjusted
                                                                                                                   2019 earnings before interest, taxes, depreciation, and amortization ("EBITDA")." Therefore, the maximum amount an
                                                                                                                   organization can borrow if it does not have a qualifying loan facility currently in place is $35 million, but if it has a qualifying facility in place then
                                                                                                                   the maximum is $300 million. For a larger nonprofit organization like the AHA that does not have an existing loan facility, $35 million is an
                                                                                                                   insufficient amount.
Staff Group - Main
Street Lending                                                                                                     Recommendation: Access to loans under the Main Street Lending Program should not be so limited by whether or not an organization is a
Program - Nonprofit                                                                                                current borrower. As such, the maximum loan amount under the MSNLF should be increased to at least $75 million.
Organization          PIO (Email    6/22/2020                                  tyler.hoblitzell   American Heart
Facilities            from Web)     12:00:00 AM     Hoblitzell   Tyler         @heart.org         Association      3. Make Loan Terms More Favorable to Charitable Organizations

                                                                                                                      Page 233 of 300
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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                         Comment
                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that are not required in Main Street New Loan
                                                                                                     Facilities available to for-profit businesses.

                                                                                                     Specifically, we are concerned that certain eligible loan features are too onerous for nonprofit organizations and are less favorable than those
                                                                                                     offered in other government programs. Specifically, the interest rate of LIBOR plus 300 basis points is significantly higher than that offered for
                                                                                                     Paycheck Protection Program ("PPP") Loans (1.0%) and for Economic Injury Disaster Loans (2.75%). In addition, the imposition of
                                                                                                     loan origination and service fees adds to the cost under the Nonprofit Facility. Finally, the notion that nonprofits would be faced with a 70%
                                                                                                     balloon payment at the end of the fifth year of the loan would be onerous for many nonprofits. Nonprofits with existing loans with balloon
                                                                                                     payments are usually provided an opportunity to renegotiate such loans at prevailing market rates.

                                                                                                     Recommendation: We urge that the loan terms, including interest rate and balloon payments, be revisited and we recommend the lowest
                                                                                                     permissible rate such as the 0.5% rate initially proposed for PPP loans that are available for small nonprofits. In addition, we urge some
                                                                                                     flexibility in the balloon payment requirement to afford the opportunity for renegotiation. If the five-year amortization were extended to seven
                                                                                                     years, this could lessen the balloon payment. We request that the borrower have access to engage with derivatives (change to a fixed rate)
                                                                                                     without the minimum swap requirements.



                                                                                                     4. Revise Ratio of Adjusted 2019 Earnings before "EBIDA"
                                                                                                     In the "Draft for Public Consultation," for both the Nonprofit Organization New Loan Facility and the Nonprofit Organization
                                                                                                     Expanded Loan Facility, one of the eligibility criteria for borrowers is that they must have "a ratio of adjusted 2019 earnings before
                                                                                                     interest, depreciation, and amortization ("EBIDA") to unrestricted 2019 operating revenue, greater than or equal to 5%" (#6).
                                                                                                     In the context of nonprofit operations, this threshold is too high and would make many, if not most, nonprofits ineligible based on these criteria
                                                                                                     alone-seemingly written more in the context of for-profit businesses than for nonprofit organizations.

                                                                                                     It may certainly be prudent and necessary to have a positive ratio of adjusted earnings; however, nonprofits generally run on a small margin,
                                                                                                     both out of necessity and also so as to not leave excess surpluses that could be used for fulfilling their missions.

                                                                                                     Furthermore, the footnotes for criteria #6 clarify that "The Eligible Lender should calculate operating revenue as unrestricted operating
                                                                                                     revenue, excluding funds committed to be spent on capital.Xquot; Many nonprofits have "restricted revenue" through grants and
                                                                                                     contracts built into their operating budgets. Excluding this revenue would compound the problem of meeting the 5% ratio. Although it would be
                                                                                                     sensible to exclude contributions raised for a "capital campaign," excluding other capital funds included in an annual budget for
                                                                                                     maintenance and planned upgrades would further decrease the required ratio.

                                                                                                     Recommendation: The 5% requirement should be reduced, if not eliminated. In addition, further clarification on the calculation methodology-in
                                                                                                     the context of nonprofit operating budgets-is needed in regard to both restricted funding from grants in annual operating budgets, as well as
                                                                                                     capital funds for improvements that are part of an annual operating budget. This clarification would allow noted revenues to remain in
                                                                                                     calculation to ease the restriction and not further restrict eligibility.

                                                                                                     5. Clarify "Reasonable Efforts" Regarding Employee Retention
                                                                                                     The description of Xquot;Retaining EmployeesXquot; in the draft term sheet requires refinement if the Fed expects nonprofits to take
                                                                                                     advantage of this facility. We endorse the analysis of the National Council of Nonprofits on the issue of employee retention, and recommend
                                                                                                     the following:

                                                                                                     Recommendation: XquotjReasonable effortsXquot; should be interpreted in the totality of the circumstances, taking into consideration not only
                                                                                                     the general economic environment in the community or communities in which the borrower operates, but also factors such as workforce,
                                                                                                     fundraising ability, revenue-generating activities, and overall demand for the services and programs the organization provides. One option
                                                                                                     would be to add the qualifier Xquot;mission-basedXquot; before Xquot;reasonable efforts.Xquot;

                                                                                                     Recommendation: The terms Xquot;maintain its payrollXquot; and Xquot;retain its employeesXquot; are vague and need further refinement.
                                                                                                     We ask the Fed to make clear that nonprofits participating in the Main Street Lending program generally should endeavor to pay staff at the
                                                                                                     same or increased income levels and should act in good faith to keep staffing levels (measured on the basis of full-time equivalents) at the
                                                                                                     same or increased levels, both for the duration of the loan. It is also important that the loan documents expressly state that the employee

                                                                                                        Page 234 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     retention provision begins on the date that loan funding is received by the borrower rather than at an earlier date.

                                                                                                     Recommendation: We ask that the Fed adopt safe harbors of other loan programs and state clearly that nonprofit borrowers will not be
                                                                                                     penalized under the employee retention provision for the decision of employees to decline offers of rehire, or for those who are fired for cause,
                                                                                                     voluntarily resign, or voluntarily request a reduced schedule during the time that the loan is outstanding.

                                                                                                     6. Additional Recommendations and Requests for Clarification
                                                                                                     The AHA respectfully requests the Fed examine the following issues in its final expansion notice:

                                                                                                      Effective Date: The AHA requests that the effective date coincide with the release of the final criteria, not the release date of the proposed
                                                                                                     criteria as currently written (June 15).
                                                                                                      Endowment: What resources should be included in endowment calculations? Does it include restricted endowments? Does it extend to include
                                                                                                     cash on hand?
                                                                                                      Collateral: Flexibility on collateral is requested. The loan should be able to be approved with no more than 50% Loan to Value (LTV) if
                                                                                                     collateral is needed.
                                                                                                      Other Debts: The proposal requires that borrowers, "refrain from repaying the principal balance of, or paying any interest on, any debt
                                                                                                     until the Eligible Loan is repaid in full, unless the debt or interest payment is mandatory and due." We request that this exclude lines of
                                                                                                     credit and other debt that are assumed to provide financial liquidity related to the impact of COVID-19.

                                                                                                     It is a welcome development to see the Fed is making its Main Street Lending program available to some nonprofits through Nonprofit
                                                                                                     Organization Loan Facilities. However, even with the changes we've offered to make the program available to the full breadth of midsize
                                                                                                     and large nonprofits, this assistance will still fall short of what is most needed by nonprofit organizations-a provision that makes these loans
                                                                                                     forgivable. Many charitable organizations do not have steady streams of commercial income and have little capacity for loan and interest
                                                                                                     repayment. By definition, nonprofit organizations are mission-driven, not profit driven. Any dollar directed toward interest payments is a dollar
                                                                                                     not directed toward critical services, medical research, and other activities that benefit the community and the public writ large. The Fed's
                                                                                                     proposal for Nonprofit Organization Loan Facilities, if revised as we have suggested, will provide important relief to the sector. Nevertheless,
                                                                                                     the AHA and other nonprofit organizations will continue to press Congress to include loan forgiveness in future COVID-19 response legislation.

                                                                                                     The AHA thanks you for taking this important step of creating a loan program specifically targeted at mid-sized nonprofit organizations that
                                                                                                     have been greatly impacted by this emergency. We look forward to working with you on the details to create a program that will be most
                                                                                                     effective for our organization as well as other similarly situated nonprofits.




                                                                                                        Page 235 of 300
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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                 Comment
                                                                                                         FOR YOUTH DEVELOPMENT ® FOR HEALTHY LIVING
                                                                                                         FOR SOCIAL RESPONSIBILITY


                                                                                                         June 19,  2020
                                                                                                         Federal  Reserve&nbsp: Board  of Governors Constitution  Ave NW &,  20th St NW Washington,  DC
                                                                                                         20551
                                                                                                         Emailed to:  regs.comments@federalreserve.gov.
                                                                                                         Subject:  Main Street Lending Program  -  NONLF and NOELF
                                                                                                         RE:  Comments on the "Draft for Public Consultation" the Mainstreet Lending Program for Nonprofits
                                                                                                         To Whom It  May Concern:
                                                                                                         The YMCA of the USA (Y-USA)  is respectfully submitting  these comments  in response  to  the 
                                                                                                         Federal Reserve  Board's announcement  on June 15,  2020 that it is seeking public feedback  on the
                                                                                                          proposal to  expand its  Main Street Lending  Program  for nonprofit  organizations. We appreciate
                                                                                                         the  Federal  Reserve  Board  making this program available to  nonprofits;  however, there are
                                                                                                         several concerns  outlined  below that could help improve the program and make it  truly applicable
                                                                                                          and accessible to  nonprofit organizations, such as local YMCAs.
                                                                                                         YMCA of the USA is the  national resource office  for the nation's  2,700  local 501 (c)3,
                                                                                                         charitable,  nonprofit  YMCAs.  Each of these YMCAs helps strengthen  their local communities 
                                                                                                         through youth development,  healthy living, and social responsibility.
                                                                                                         Annually,  YMCAs engage  22 million men, women, and children-regardless of age, income, or
                                                                                                         background-to  nurture the potential  of children  and teens, improve the nation's health and
                                                                                                         well-being, and provide  opportunities  to  give back and support neighbors. The Y works
                                                                                                         side-by-side  with its neighbors to  make sure everyone has the opportunity  to learn, grow, and
                                                                                                         thrive.
                                                                                                         Despite mandated facility closures, cancellation  of traditional programming  and a decrease  in 
                                                                                                         giving, the Y has stepped  up to  address the  critical need for safe childcare options and other
                                                                                                         needed services  across the  country.  At the  height of the pandemic the  Y offered emergency 
                                                                                                         childcare at more than 1,100 locations for families of medical personnel, essential employees  and
                                                                                                         first responders.  With school closures, children cannot access USDA breakfasts  and lunch and
                                                                                                         during this time of economic uncertainty, a rapidly increasing  number of adults and families are
                                                                                                         facing  food insecurity. In  response, over 1,000 Ys nationwide  are providing  free grab-and-go
                                                                                                         meals to  help address this urgent need.

                                                                                                         YMCA OF THE USA
Main Street                                                                                              101 N Wacker Drive, Chicago IL 60606
Lending Program -
NONLF and           PIO (E-       6/22/2020                                samuel.chasin                  
NOELF               mail)         12:00:00 AM     Chasin      Samuel       @ymca.net




                                                                                                           Page 236 of 300
                                                                                                            Main Street Lending Program
                                                                                                          Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                          Comment
                                                                                                                 Thank you for allowing comments on the proposed Nonprofit Organization New Loan Facility ("Facility"). Generally, our organization
                                                                                                                 is supportive of the proposal as presented. We would offer the following comments for your consideration:

                                                                                                                 Eligible Borrowers:
                                                                                                                 Note 7. Having 90 days operating cash on-hand at the time of loan application may be challenging for some organizations - particularly those
                                                                                                                 with seasonal swings in cash flow (e.g. summer camps) and those who have seen a material drop in donations because of the COVID-19
                                                                                                                 pandemic. I would suggest provide some discretion for the Lender to assess the Borrowers financial strength and compare to 2019 actual
                                                                                                                 results. For instance, if cash on hand is within 90% of 2019, perhaps it could still qualify for the loan.

                                                                                                                 Note 8. This requirement will likely remove the majority of non-profits from consideration. It is unlikely that many "stressed non
                                                                                                                 profits" will meet this threshold. If they did, they would non likely need to use this facility. For reference, many non-profits upsized their
                                                                                                                 line of credit facilities to provide financial flexibility during the COVID-19 pandemic. If the organization received a PPP Loan (which has not
                                                                                                                 been forgiven), it would increase the cash requirement to qualify for this loan. This penalizes those who took action early and now many not
                                                                                                                 have access to this Facility. We believe Note 8 is not required if the other qualifications remain. If this requirement remains, we believe that any
                                                                                                                 existing undrawn revolver/line of credit should be excluded from this calculation.

                                                                                                                 Eligible Loans:
                                                                                                                 Note 2. Suggest removing the requirement to capitalize the unpaid interest. This comment is not necessary as non-profit GAAP accounting
                                                                                                                 rules should govern how the unpaid interest is treated.

                                                                                                                 Required Borrower Certifications and Covenants.
                                                                                                                 First Bullet. The restriction and covenant is overly broad and would not allow Borrower from meeting their obligations under existing loan
                                                                                                                 facilities. We would suggest restricting the Borrower from making additional principle payments to other loan facilities until this Facility is paid in
                                                                                                                 full. We would also suggest allowing Borrower to repay their line-of-credit throughout the term of the Facility.

                                                                                                                 Fourth Bullet. Suggest adding language that makes it clear that Borrower may continue to make contributions to employees through the
                                                                                                                 nonprofit's retirement plans (401k or 403b), provided that such payments to executives shall not be disproportionate to other employees.

                                                                                                                 Thank you for considering these comments in your program design. If you have questions or wish to discuss in more detail, please do not
Staff Group - Main                                                                                               hesitate to contact me.
Street Lending
Program - Nonprofit                                                                                              Thank you,
Organization          PIO (Email    6/22/2020                                john@kanakuk.   Kanakuk             John Jensen
Facilities            from Web)     12:00:00 AM     Jensen      John         com             Ministries




                                                                                                                    Page 237 of 300
                                                                                                           Main Street Lending Program
                                                                                                         Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address       Affiliation                                                                          Comment
                                                                                                                Dear Secretary Mnuchin and Chairman Powell,

                                                                                                                Vizient, Inc. appreciates the Federal Reserve's efforts to gain public feedback regarding the proposed expansion of the Main Street
                                                                                                                Lending Program to provide access to credit for nonprofit organizations. In response to, Xquot;Nonprofit Organization Expanded Loan
                                                                                                                FacilityXquot; and Xquot;Nonprofit Organization New Loan FacilityXquot; term sheets, which are drafts for public consultation, Vizient offers the
                                                                                                                following responses for the Federal ReserveX#39;s consideration.

                                                                                                                Background

                                                                                                                Vizient, Inc. provides solutions and services that improve the delivery of high-value care by aligning cost, quality and market performance for
                                                                                                                more than 50% of the nationX#39;s acute care providers, which includes 95% of the nationX#39;s academic medical centers, and more than
                                                                                                                20% of ambulatory providers. Vizient provides expertise, analytics, and advisory services, as well as a contract portfolio that represents more
                                                                                                                than $100 billion in annual purchasing volume, to improve patient outcomes and lower costs. Headquartered in Irving, Texas, Vizient has
                                                                                                                offices throughout the United States.

                                                                                                                Recommendations

                                                                                                                The financial relief opportunities included in the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) have provided welcome
                                                                                                                assistance to VizientX#39;s members as they continue to face significant financial hardships. These difficulties stem from a range of issues
                                                                                                                related to COVID-19, including substantial revenue losses due to the cancellation of elective and routine procedures, acquiring supplies and
                                                                                                                adapting practices to respond to evolving requirements and patient needs. Hospitals, many of which are small and medium sized-businesses,
                                                                                                                and their employees are on the front lines of providing vital patient care related to COVID-19, as well as emergency and necessary ongoing
                                                                                                                care for patients. As such, hospitalsX#39; financial wellbeing is of paramount importance.

                                                                                                                Vizient applauds the Federal Reserve for expanding the Main Street Lending Program to support lending to small and medium-sized
                                                                                                                businesses, including nonprofit organizations, that were in sound financial condition before the COVID-19 pandemic. In addition, Vizient is
                                                                                                                pleased the Federal Reserve and U.S. Department of Treasury seek feedback regarding two facilities, which are types of loans, to support
                                                                                                                lending to nonprofit organizations. These two new facilities are the Nonprofit Organization New Loan Facility (NONLF) and the Nonprofit
                                                                                                                Organization Expanded Loan Facility (NOELF). While we appreciate these recent actions, we also encourage the Federal Reserve to be
                                                                                                                flexible in its application of the loan terms, specifically with respect to hospitals and other providers. Health care providers, including public and
                                                                                                                nonprofit hospitals, have been uniquely impacted by the COVID-19 pandemic and remain in dire need of additional funding streams.

                                                                                                                Vizient believes that the eligibility terms proposed in the NOELF and NONLF may be unintentionally overly restrictive and, as such, preclude
                                                                                                                many hospitals from being eligible. Specifically, the Federal Reserve could expand the interpretation of nonprofit organization to include other
                                                                                                                types of nonprofit organizations (such as public hospitals), remove or increase the endowment cap and, lastly, increase the employee cap.
                                                                                                                Vizient believes providing these additional flexibilities will help build upon the Federal ReserveX#39;s positive work and allow for more front­
                                                                                                                line hospital providers to be eligible for these critical funds.
                                                                                                                While the NONLF and NOELF are not specific to hospitals and health care providers, Vizient recommends that, to the extent the finalized
                                                                                                                terms do not specifically answer hospitals and health care providersX#39; common questions, additional information be made available to help
                                                                                                                hospitals and care providers determine their eligibility under the program. For example, answering or clarifying the applicability of affiliation
                                                                                                                principles and making it clear that public hospitals are eligible to participate in the program would be helpful. As hospitals are avidly working to
                                                                                                                identify methods to stay afloat during this trying time while reevaluating their business models and adapting to numerous regulatory changes,
                                                                                                                any efforts to support their financial health and reduce burdens are welcome.

                                                                                                                Conclusion

                                                                                                                Vizient welcomes the Federal ReserveX#39;s responsiveness to nonprofit entitiesX#39; needs for additional information and modified terms for
                                                                                                                the Main Street Lending Program. We also
                                                                                                                appreciate the opportunity to comment on these proposals and reiterate our appreciation of the Federal ReserveX#39;s expansion of the Main
Staff Group - Main
Street Lending                                                                                                  Street Lending Program.
Program - Nonprofit
Organization          PIO (Email    6/22/2020                                jenna.stern@vi                     Vizient membership includes a wide variety of hospitals ranging from independent, community-based hospitals to large, integrated health care
Facilities            from Web)     12:00:00 AM     Stern       Jenna        zientinc.com     Vizient, Inc.     systems that serve acute and non-acute care needs. Additionally, many are specialized, including academic medical centers and pediatric

                                                                                                                   Page 238 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                           Comment
                                                                                                     facilities. Individually, our members are integral partners in their local communities, and many are ranked among the nation's top health
                                                                                                     care providers. In closing, on behalf of Vizient, 1 would like to thank the Federal Reserve for providing us the opportunity to comment. Please
                                                                                                     feel free to contact me or Jenna Stern at jenna.stern@vizientinc.com, if you have any questions or if Vizient may provide any assistance as
                                                                                                     you consider these issues.

                                                                                                     Respectfully submitted,
                                                                                                     Shoshana Krilow
                                                                                                     Vice President of Public Policy and Government Relations
                                                                                                     Vizient, Inc.




                                                                                                        Page 239 of 300
                                                                                                           Main Street Lending Program
                                                                                                         Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name    First Name   Email Address       Affiliation                                                                       Comment
                                                                                                                Hello.

                                                                                                                I am the secretary for a 20-year-old non-profit arts organization based in and serving Northwest Wisconsin (Wisconsin's Northwest
                                                                                                                Heritage Passage -WNHP) and member of a second non-profit arts group, Burnett Area Arts Group (BAAG)

                                                                                                                As part of WNWP we do business as Arts in Hand, a medium-sized consignment gallery in Spooner, Wisconsin, that features the original work
                                                                                                                of more than 40 local and regional artists. Board members and gallery staff are all volunteers. We have no paid staff. Our annual budget,
                                                                                                                based on membership and gallery income, is $40,000

                                                                                                                The gallery closed on March 14 as a result of COVID-19. From January - May, we are normally only open Thursday-Saturday. We just
                                                                                                                reopened for two days a week on June 5. During this period we lost an estimated $3,500. Not only did the gallery lose revenue, but the
                                                                                                                consigned artists, like me, also lost income. This may seem like a very small amount of money, but many artists depend on those commissions
                                                                                                                for their livelihood. Our non-profit revenue depends on the summer tourism traffic and cabin owners. In order to open, we had to spend funds to
                                                                                                                create cash counter barriers, purchase sanitizing items, masks and advertise, probably spending as much as $2,500.

                                                                                                                In July, we'll be open three days a week. Some staff volunteers won't come back to work because they are in a vulnerable age
                                                                                                                category or have vulnerable relatives at home. If this situation continues, we stand to lose even more revenue and are in danger of having to
                                                                                                                close the gallery.

                                                                                                                The Main Street Lending program for non-profits that you are proposing won't help us or other small non-profit galleries in rural
                                                                                                                communities like those in northwest Wisconsin. We need a program that offers grants (not loans) of up to $5,000 to eligible applicants.
                                                                                                                Eligibility requirements can include showing financial performance data, number of volunteer hours, evidence of community arts educations
                                                                                                                programs, and classes offered. The grants would be used for conforming to CDC COVID-19 safety requirements, marketing -- especially prior
                                                                                               Wisconsin's      to and during the holiday season, and gallery sanitary maintenance.
                                                                                               Northwest
                                                                                               Heritage         Thank you for your consideration.
Other: General                                                                Personal Email   Passage/Burne    Harriet E. Rice, Secretary
comment on            PIO (Email    6/23/2020                                 Address          tt Area Arts     WNHP/Arts in Hand
proposed NONLF        from Web)     12:00:00 AM     Rice        Harriet                        Group


                                                                                                                Please see comments regarding the NONLF and NOELF below:

                                                                                                                1. The min 50 employees requirement should be either changed or removed. It is too high a threshold for many non-profits. This requirement
                                                                                                                also does not align with facilities available to small business. Those facilities do not have the min employee requirement. Non-profits should be
Staff Group - Main                                                                                              treated equally or more favorably.
Street Lending                                                                                 New York City    2. The terms of 5 years and LIBOR +3% is the same as the business facilities, which can be unfavorable for many non-profits. To better
Program - Nonprofit                                                                            Energy           support the non-profit sector, they should mirror program-related investments with longer term length (~10 years) and an interest rate between
Organization          PIO (Email    6/23/2020                                 whsu@nyceec.     Efficiency       0 - 2%.
Facilities            from Web)     12:00:00 AM     Hsu         William       com              Corporation




                                                                                                                   Page 240 of 300
                                                                                                       Main Street Lending Program
                                                                                                     Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address    Affiliation                                                              Comment
                                                                                                            Background on Care For the Homeless and the COVID-19 Pandemic

                                                                                                            As community-based, non-profit organizations committed to ensuring access to health care, FQHCs have been on the frontlines of the COVID-
                                                                                                            19 pandemic since the beginning. At CFH we serve an especially vulnerable population, individuals and families experiencing homelessness.
                                                                                                            We provide comprehensive medical and mental health services to 8,000 clients at 24 community health centers in the Bronx, Manhattan,
                                                                                                            Queens and Brooklyn. 80% of our clients are racial and ethnic minorities, many of whom suffer from multiple chronic health conditions
                                                                                                            associated with poverty and the effects of racism. 86% of our clients are at, or below, 100% of the federal poverty level, 56% receive
                                                                                                            Medicaid/Medicare, and 41% are uninsured.

                                                                                                            Throughout the pandemic, FQHCs have provided a range of critical front-line care and a growing proportion of testing, particularly in the low-
                                                                                                            income, minority communities they serve. At the same time, FQHCs have experienced a significant decline in revenue, due to the need to
                                                                                                            curtail many primary and preventive care visits. This combination has placed major financial strain on these non-profit, community-based
                                                                                                            providers.

                                                                                                            While FQHCs have received some Federal funding to support COVID relief, for many FQHCs this funding is not enough to reestablish their
                                                                                                            pre-COVID level of operations, let alone prepare for the increased demand that will result as millions of newly-unemployed and uninsured
                                                                                                            individuals turn to them for care. To date, the Provider Relief Fund has offered most FQHCs only 2% of their net patient revenues.

                                                                                                            Recommendation to expand eligibility criteria to allow majority of FQHCs to qualify:

                                                                                                            Because of these financial needs, CFH was relieved to learn that the Federal Reserve would soon start offering Main Street Loans to non­
                                                                                                            profits. However, after reviewing the proposed Terms Sheet and consulting with experts , we have concluded that almost no FQHCs would
                                                                                                            qualify under the proposed eligibility criteria.

                                                                                                            This conclusion is based on an analysis conducted by Capital Link, a non-profit organization that receives funding from the Federal Department
                                                                                                            of Health and Human Services to assist FQHCs with accessing capital. Capital Link determined that under the proposed lending parameters:
                                                                                                             Prior to the pandemic, only 13% of health centers would have met the combined criteria. This includes less than one in five of the FQHCs with
                                                                                                            over 500 staff, who are currently ineligible for the Paycheck Protection Program.
                                                                                                             Because of the significant cash declines experienced by FQHCs as a result of COVID-19, at present, far fewer than 13% would be able to
                                                                                                            meet the DCOH and Cash/Debt ratio at loan origination.

                                                                                                            The most problematic financial parameters for FQHCs are:
                                                                                                             EBIDA to unrestricted 2019 operating revenue greater than or equal to 5%
                                                                                                             Days cash on hand at loan origination equal to or greater than 90 days
                                                                                                             Ratio of unrestricted cash and investments to outstanding debt (including Main Street debt and CMS Accelerated and Advance Payments) at
                                                                                                            origination is 65% or greater

                                                                                                            In order to provide a meaningful program for which approximately 60% of FQHCs would qualify, we request that the Federal Reserve adjust
                                                                                                            the following lending parameters for FQHCs loans as follows:
                                                                                                             EBIDA to unrestricted 2019 operating revenue greater than or equal to 3%
                                                                                                             Days cash on hand at loan origination equal to or greater than 30 days
                                                                                                             Eliminate the unrestricted cash to debt ratio requirement
                                                                                                             Lower the minimum employee requirement to 20.

                                                                                                            In addition, we ask that the Federal Reserve clarify the eligibility requirement that reads: "has not received specific support pursuant to
                                                                                                            the Coronavirus Economic Stabilization Act of 2020 (Subtitle A of Title IV of the CARES Act)." As you know, Section 4003 of Title IV
                                                                                                            authorizes the Federal government to make loans to States and municipalities for COVID-19 relief. It is possible that a state or municipality
                                                                                                            could receive a loan under Section 4003, and use part of it to support FQHCs or other safety net providers. To make clear that FQHCs or other
                                                                                                            providers who receive this type of support from their state are still eligible for Main Street Loans, we recommend that the term "specific
Staff Group - Main
Street Lending                                                                                              support" be revised to read "direct support."
Program - Nonprofit
Organization          PIO (Email    6/23/2020                                ninteriano@cfh                 Request for FQHCs to work directly with CDFIs to access Main Street Loans
Facilities            from Web)     12:00:00 AM     Interiano   Nathalie     nyc.org

                                                                                                               Page 241 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                          Comment
                                                                                                     Finally, it is important to note that Community Development Financial Institutions (CDFIs) have historically played a major role in providing
                                                                                                     financing to FQHCs for decades. As such, they understand the FQHC model and are best positioned to underwrite loans to health centers. A
                                                                                                     coalition of 25 CDFIs who are members of the Lenders Coalition for Community Health Centers have collectively provided more than $2.1
                                                                                                     billion in loans to FQHCs, with a default rate of less than 1/1 Oth of 1%.

                                                                                                     Unfortunately, very few CDFIs would qualify as eligible lenders under the program as it is currently construed. To enable FQHCs to work
                                                                                                     directly with lenders who best understand their model and needs, we recommend that the Federal Reserve structure the nonprofit portion of
                                                                                                     the Main Street Loan Program to:
                                                                                                      Allow CDFIs to participate as lenders in the program; and
                                                                                                      Allow CDFIs to borrow from the Federal Reserve under the same terms as banks, which would enable CDFIs to offer interest rates to FQHCs
                                                                                                     at LIBOR +3%

                                                                                                     We are providing these comments on short notice to accommodate the Federal Reserve's request. We would be happy to provide more
                                                                                                     detailed comments and/or provide additional information to assist the Federal Reserve in developing a program that will be responsive to the
                                                                                                     current needs of Federally Qualified Health Centers.




                                                                                                        Page 242 of 300
                                                                                                         Main Street Lending Program
                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                            Comment
                                                                                                              To Whom It May Concern:

                                                                                                              It would be helpful for the new Nonprofit Organization New Loan Facility ("NONLF") and Expanded Loan Facility
                                                                                                              ("NOELF", together with NONLF, the "New Facilities") to be expanded to be available to growth companies with
                                                                                                              negative EBITDA. These growth companies have a real need for loans and many are doing great things for the world with technology and life
                                                                                                              sciences and need access to additional funds to help continue innovation, in particular with respect to safe remote work options, fighting world
                                                                                                              diseases and illnesses and to keep their employees that provide invaluable knowledge and expertise. Like many companies that have been in
                                                                                                              existence for only a few years or so, their development of products, drugs, vaccines and services have not grown to a level of having positive
                                                                                                              EBITDA, but their projections often show progress to where they were on track to have positive EBITDA in the relatively near future before the
                                                                                                              COVID-19 pandemic hit. Moreover, these businesses do gain access to third party credit facilities from banks as a routine matter in the
                                                                                                              ordinary, non-global pandemic, course, so participating lenders should be able to underwrite an offering of this product to them. We know these
                                                                                                              New Facilities are in the stage of receiving comments until June 22, 2020 and that the Federal Reserve said that they could still potentially
                                                                                                              open up these two Facilities to other companies. It would be helpful if these New Facilities could be opened up to growth companies with
                                                                                                              negative EBITDA that have a real chance of impacting the world in a positive manner. The below changes would help make these New
                                                                                                              Facilities available to such growth companies.

                                                                                                              1. Change the requirement that the type of company available to use a New Facility be a tax-exempt nonprofit organization described in
                                                                                                              section 501(c)(3) of the Internal Revenue Code (IRC) or a tax-exempt veterans' organization described in section 501 (c)(19) of the IRC,
                                                                                                              and instead just require that the company not be profitable in fiscal year 2019.

                                                                                                              2. Instead of the tests that the borrower has to have (a) a ratio of adjusted 2019 earnings before interest, depreciation, and amortization
                                                                                                              ("EBIDA") to unrestricted 2019 operating revenue, greater than or equal to 5%, (b) a ratio (expressed as a number of days) of (i)
                                                                                                              liquid assets at the time of loan origination to (ii) average daily expenses over the previous year, equal to or greater than 90 days and (c) at the
                                                                                                              time of loan origination, a ratio of (i) unrestricted cash and investments to (ii) existing outstanding and undrawn available debt, plus the amount
                                                                                                              of any loan under the facility, plus the amount of any CMS Accelerated and Advance Payments, that is greater than 65%, substitute with either

                                                                                                              a. for privately owned growth companies, a test that looks to a percentage of the most recent 409(A) valuation or post-money valuation from
                                                                                                              the most recent financing round, or

                                                                                                              b. for public growth companies, a test that looks to a percentage of 52-week average market capitalization with the end date for the period
                                                                                                              covered by such test being a date before the start of the COVID-19 pandemic.

                                                                                                              3. Change the requirement that the borrower was established prior to, and has been in continuous operation since, January 1,2015 to match
                                                                                                              the requirement from the three MSLP facilities that the borrower was established prior to March 13, 2020

                                                                                                              4. Lower the required minimum amount of employees from 50 to 25.

                                                                                                              5. Confirm that none of the borrower eligibility criteria (including financial tests) apply to affiliates.

                                                                                                              6. Have the maximum loan size be the lesser of (a) (i) for NONLF, $35MM, and (ii) for NOELF, $300MM, and (b) 2019 annual revenue (as
                                                                                                              opposed to average 2019 quarterly revenue) (or an alternative recurring revenue test could be used).

Staff Group - Main                                                                                            7. Include the tax distribution carve-out from the MSLP facilities in the distribution restriction.
Street Lending
Program - Nonprofit                                                                                           8. As a clean-up comment, the "(b)" needs to be included behind the reference to "Section 4019" in last bullet point of
Organization          PIO (Email    6/23/2020                                kring@goodwin   Goodwin          the "Required Borrower Certifications and Covenants" section of the NONLF term sheet and the NOELF term sheet.
Facilities            from Web)     12:00:00 AM     Ring        Kristopher   law.com         Procter LLP
Staff Group - Main
Street Lending
Program - Nonprofit
Organization          PIO (Email    6/23/2020                                ostein@gsma.c                    We are supportive of the proposal to expand the Main Street Lending Program to include 501 c6 Non-Profit Organisations
Facilities            from Web)     12:00:00 AM     Stein       Oonagh       om              GSMA Ltd



                                                                                                                 Page 243 of 300
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                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name    First Name   Email Address     Affiliation                                                                     Comment
                                                                                                              During the June 15 webinar, one of the panelists (Kelly) mentioned that if a company does not have its 2019 financials in place to compute an
                                                                                                              adjusted EBITDA for a loan application, the 2018 EBITDA would be acceptable. Is my understanding correct? Please confirm.
                                                                                              Bespoke         Thank you
                      PIO (Email    6/23/2020                                 jw@bespokei3.   Design &    Jerry Wilson
General Inquiry       from Web)     12:00:00 AM     Wilson      Jerry         com             Consulting
                                                                                                              Board of Governors of the Federal Reserve System
                                                                                                              Constitution Ave NW & 20th St NW
                                                                                                              Washington, DC 20551


                                                                                                              June 23, 2020

                                                                                                              RE: Main Street Lending Program Expansion to Nonprofits

                                                                                                              Dear Chairman Powell,

                                                                                                              On behalf of the Pittsburgh Community Reinvestment Group (PCRG) and our membership of over 60 community development and service
                                                                                                              organizations representing 75 communities across Western Pennsylvania, I would like to submit a comment regarding the proposed expansion
                                                                                                              of the Main Street Lending Program. Overall, we are excited to see the Federal Reserve System (FRS) taking a leadership role in addressing
                                                                                                              the financial fallout of the COVID-19 crisis and the needs of America's diverse nonprofit sector.

                                                                                                              This proposed expansion is being billed as targeting small and medium nonprofits, but we are concerned that medium and large nonprofits will
                                                                                                              be the primary beneficiaries. According to the U.S. Bureau of Labor Statistics, 84% of nonprofits have 49 employees or fewer, meaning the
                                                                                                              vast majority of our country's nonprofits will be excluded. Small nonprofits, the 84% made ineligible for this program, truly make up the
                                                                                                              main streets of our communities. If the goal is to get desperately needed capital into the hands of nonprofits, then we believe no one should be
                                                                                                              excluded at the bottom.

                                                                                                              If it is not possible to remove the floor across the board, then we ask the FRS to consider a special carve-out for nonprofits in LMI, minority,
                                                                                                              and underserved/distressed census tracts. In Pittsburgh, many of the groups doing hands-on direct service and community development in our
                                                                                                              neediest communities have nowhere near the required number of employees but are as deserving of help as any other organization. We also
                                                                                                              request that the FRS be mindful of the potential for a divide in access between large and small cities and urban and rural areas.

                                                                                                              PCRG and its members are looking forward to the implementation of this proposal, but we would like to see a more inclusive structure, one that
                                                                                                              takes into account the on-the-ground realities of the vast majority of nonprofits. Thank you for your attention to my comments.
Staff Group - Main
Street Lending                                                                                Pittsburgh      Sincerely,
Program - Nonprofit                                                                           Community       Ernie Hogan
Organization          PIO (Email    6/23/2020                                 ehogan@pcrg.    Reinvestment    Executive Director
Facilities            from Web)     12:00:00 AM     Hogan       Ernest        org             Group




                                                                                                                 Page 244 of 300
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                                                                                                             Nonprofit Organizations Comments

     Event Title /
     Description       Ticket Type   Received Date   Last Name   First Name   Email Address           Affiliation                                                                      Comment
                                                                                                                    Thank you for the opportunity.

                                                                                                                    The Main Street Lending program appears to provide a great opportunity to leverage IU Health's position as an anchor institution (and
                                                                                                                    one of the largest employers in the state) to help the growth and development of small and minority businesses in Indiana. Additionally,
                                                                                                                    there's potential to leverage the program to address many of the impediments outlined in the IU Health District Plan that supports many of
                                                                                                                    the under-resourced members of our community. There would be a need to quantify 'demand' from the System's perspective,
                                                                                                                    but leveraging the 'buying' power of IU Health could translate into direct incubation of small/minority Indiana businesses.

                                                                                                                    In fact, the idea of a Business "Accelerator" was proposed as a priority project in the IU Health District Plan. This creates an
                                                                                                                    opportunity for IU Health to support growth and expansion of locally-based, minority-owned businesses that, in the future, can assist in the
                                                                                                                    implementation of the hospital's local and minority procurement strategy. Funding may be community benefit eligible because it
                                                                                                                    addresses neighborhood revitalization and supports marginalized populations, both stated goals in the 2014 CHNA.

                                                                                                                    In conjunction with community partners (i.e. Near North Development Corporation [NNDC], Mid-State Minority Supplier Development Council,
                                                                                                                    etc.), anchor institutions (i.e. IU Health) could help launch and expand neighborhood-based and Minority-Owned small businesses, providing
                                                                                                                    training/education, mentorship, physical space, and access to a loan-pool via the Main Street Lending Program.

                                                                                                                    We welcome the idea of discussing the program, and how we can leverage the potential for partnership, further.

                                                                                                                    Thank you in advance for the time and consideration.

 Staff Group - Main
 Street Lending                                                                                                     Jamal L. Smith
 Program - Nonprofit                                                                                                Government Affairs
 Organization          PIO (Email    6/23/2020                                jsmith154@iuh                         IU Health
 Facilities            from Web)     12:00:00 AM     Smith       Jamal        ealth.org         IU Health
Not Responsive




                                                                                                Local Initiatives
 Main Street                                                                                    Support
 Lending Program -     PIO           6/23/2020                                mjosephs@lisc.    Corporation         comments attached, unable to copy.
 NONLF & NOELF         (Letter)      12:00:00 AM     Josephs     Matthew      org               (LISC)
 Main Street
 Lending Program -     PIO           6/23/2020                                SFitch@voa.or     Volunteers of       Comments are attached
 NONLF & NOELF         (Letter)      12:00:00 AM     Fitch       Sarah        9                 America
 Main Street
 Lending Program -     PIO           6/23/2020                                lnichols@giffor   Giffords Law        Comments are attached.
 NONLF & NOELF         (Letter)      12:00:00 AM     Nichols     Lindsay      ds.org            Center
                                                                                                                    Comments are attached.
 Main Street
 Lending Program -     PIO           6/23/2020                                                                       
 NONLF & NOELF         (Letter)      12:00:00 AM                              mroth@iff.org     IFF


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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address     Affiliation                                                                      Comment
                                                                                                           Federal Reserve Bank of Boston

                                                                                                           From: Antony Bugg-Levine CEO, Nonprofit Finance Fund Date: 22 June 2020
                                                                                                           Thank you for the opportunity to provide comments on the proposed Nonprofit Organization New Loan
                                                                                                           Facility and Expanded Loan Facility Term Sheets. We enthusiastically support these efforts to
                                                                                                           provide access to  credit to these valuable nonprofit organizations, providing them with additional
                                                                                                           liquidity.

                                                                                                           We would like to offer the following comments with the objective of making the facility accessible
                                                                                                           to  as many small and medium-sized financially sound nonprofits as possible.  We believe that as
                                                                                                           proposed, many worthy organizations would be deemed ineligible.  As way of background, Nonprofit
                                                                                                           Finance Fund is a Community Development Financial Institution (CDFI) with a 40-year track record
                                                                                                           lending to  nonprofit organizations across the  country.  In that time, we have provided $942
                                                                                                           million of financing to more than 700 organizations, including social service agencies, health
                                                                                                           centers, charter schools, after school and youth recreation programs, among others.  We have had a
                                                                                                           charge-off rate of 1.04%.


                                                                                                           ELIGIBLE BORROWERS:

                                                                                                           Minimum SO employees

                                                                                                           As currently drafted, the guidelines exclude the majority of nonprofits.  With a minimum loan size
                                                                                                           of $250,000 and a maximum loan size not  to  exceed 2019 quarterly revenue, the smallest eligible
                                                                                                           organization is one with annual revenue of $1 million. And the additional eligibility criteria of a
                                                                                                           minimum of 50 employees would typically imply an organization with even higher annual revenue.
                                                                                                           ($3.75 million or more by our budget calculations).
                                                                                                           92% of nonprofits have annual revenue of $1 million or less; 88% have annual revenue of $500,000 or
                                                                                                           less (1).
                                                                                                           These criteria will be especially exclusionary for  Black-led organizations.  A recent survey found
                                                                                                           that 60% of Black-led organizations had revenue of less than $500,000, with 82% having 10 or fewer
                                                                                                           staff. (2)
                                                                                                           Recommendation: To ensure nonprofits with revenue below $3.75 million have access to this program,
                                                                                                           we propose a reduction of the minimum number of employees from SO to 20.  We also suggest
                                                                                                           clarifying that the number of employees may include full-time, part-time, and seasonal staff. Even
Main Street                                                                                                this will likely not help the smallest organizations, but it will greatly increase the numbers that
Lending Program -   PIO           6/23/2020       Bugg-                    ABuggLevine@    Nonprofit       are eligible.
NONLF & NOELF       (Letter)      12:00:00 AM     Levine      Antony       nff.org         Finance Fund




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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address        Affiliation                                                                     Comment
                                                                                                              June 22, 2020

                                                                                                              COMMENTS TO THE FEDERAL RESERVE
                                                                                                              JDRF appreciates the opportunity to submit comments to the Federal Reserve regarding Nonprofit
                                                                                                              Organization Loan Facilities. JDRF is grateful that the Administration and Congress are working to
                                                                                                              provide relief for mid-sized nonprofits and urges prompt action with solutions that address the
                                                                                                              needs of the organization, and many others in the same predicament, so it can continue its critical
                                                                                                              work and sustain its talented workforce.
                                                                                                              ABOUTJDRF
                                                                                                              JDRF is the leading global organization funding type 1 diabetes (''T1D") research. Our mission is
                                                                                                              to accelerate life-changing breakthroughs to cure, prevent and treat T1D and its complications and
                                                                                                              we collaborate with a wide spectrum of partners in the community to achieve this mission. Founded
                                                                                                              in 1970 by parents of children with T1D, JDRF has invested over $2 billion in research since its
                                                                                                              inception.

                                                                                                              As a mid-sized nonprofit, that employs over 600 people, JDRF relies largely on donor dollars to
                                                                                                              support its mission. The organization has been impacted significantly by COVID-19 as many of our
                                                                                                              in-person fundraising events have been cancelled or postponed and those that have been held have
                                                                                                              fallen short of their projected revenue goals. Over forty percent of JDRF's staff is on furlough
                                                                                                              and the remainder is working at reduced wages.

                                                                                                              ABOUT TYPE 1 DIABETES

                                                                                                              Type 1 diabetes is an autoimmune disease that strikes children and adults suddenly and can be
                                                                                                              fatal. Until a cure is found and in order to stay alive, people with T1D require lifelong and
                                                                                                              continuous insulin therapy coupled with continuous blood sugar monitoring. Too much insulin can
                                                                                                              result in seizures, coma, or death from hypoglycemia, or low glucose levels. Too little insulin
                                                                                                              over time leads to devastating kidney, heart, nerve, and eye damage from hyperglycemia, or high
                                                                                                              glucose levels. Because of the nature of T1D, patients and their caregivers use medical products
                                                                                                              daily and in many cases around the clock, relying on them to try and help maintain glucose control
                                                                                                              to avoid costly and burdensome short- and long-term complications.

                                                                                                              RESPONSE TO THE PROPOSAL

                                                                                                              The current proposal is aimed more at transactional nonprofits such as hospitals and institutions
                                                                                                              of higher ed and excludes nonprofits like JDRF that have a larger reliance on donations from the
                                                                                                              public to support their missions. Indeed, many nonprofits pride themselves on offering their
                                                                                                              services at no charge.
                                                                                                              Recognizing that their business models are different, even if both types of charities are
                                                                                                              inherently organized around a public mission, many of the financial requirements included in this
                                                                                                              proposal simply are not applicable to organizations  that rely on donations. With that in mind,
                                                                                                              JDRF respectfully requests the Federal Reserve address the concerns and proposed changes outlined
                                                                                                              below.

                                                                                                              1. Congress Must Act to Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness

                                                                                                              Congress must ensure that mid-sized nonprofits have access to loan forgiveness. While it is a
                                                                                                              welcome development  to see the Federal Reserve making its Main Street Lending Program available to
                                                                                                              some nonprofits, this assistance still falls short of what is most needed by nonprofit
                                                                                                              organizations  like JDRF -  a
Main Street                                                                                                   provision that makes these loans forgivable.
Lending Program -   PIO           6/23/2020                                lwhitton@jdrf.or
NONLF & NOELF       (Letter)      12:00:00 AM     Whitton     Laura        9                  JDRF

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                        Comment
                                                                                                     In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our
                                                                                                     country due to the COVID-19 pandemic. Even though they face many of the same economic challenges as
                                                                                                     other industries, nonprofits are not shutting down. Rather, they are straining to meet increasing
                                                                                                     demands in our communities on the frontlines, caring for the sick, feeding families, and keeping
                                                                                                     our communities connected.

                                                                                                     JDRF is playing a critical role in assisting the T1D community during the pandemic by providing a
                                                                                                     guide to resources, in English and Spanish, to help people with T1D gain access to affordable
                                                                                                     insulin and diabetes supplies. The organization is also providing information about what others
                                                                                                     have done to help with the costs related to diabetes management in response to the pandemic. Also,
                                                                                                     JDRF has been working with Congress and hospital associations to ensure people with T1D who are
                                                                                                     hospitalized during the pandemic have access to continuous glucose monitors, which help to better
                                                                                                     manage blood glucose levels and enable healthcare providers to spend more time focusing on other
                                                                                                     priorities.

                                                                                                     Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical
                                                                                                     operations despite enormous economic challenges. Data released by Independent Sector shows that
                                                                                                     nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the nation,
                                                                                                     have been severely impacted by this health and economic crisis. When asked "What types of
                                                                                                     additional assistance would be most helpful to your organization?" JDRF and other organizations
                                                                                                     overwhelmingly (92% of responses) suggested government support in the form of forgivable loans.
                                                                                                     Smaller nonprofits throughout the country have been hit equally hard.

                                                                                                     Nonprofit organizations need funding so they can continue to meet the needs of their communities.
                                                                                                     Many charitable organizations do not have steady streams of commercial income and have little
                                                                                                     capacity for loan and interest repayment. Furthermore, nonprofits are the third largest employment
                                                                                                     sector and many hope to hire more workers as their organizations recover. America cannot afford to
                                                                                                     leave out such a vital part of the economy.

                                                                                                     Recommendation:  Congress must recognize the vital services nonprofits provide to communities  and
                                                                                                     the economy by including loan forgiveness, in the next round of COVID-19 relief legislation.

                                                                                                     2. The Federal Reserve's Proposal to Limit Loans to Mid-Size Nonprofits with Less than 30% of
                                                                                                     Revenue from Donations Disqualifies Many in the Charitable Sector

                                                                                                     The Federal Reserve's criteria that organizations  must have revenues from donations that are less
                                                                                                     than 30% disqualify many charities, including JDRF. Overall, this loan facility seems more
                                                                                                     applicable to for­ profit entities, as well as educational institutions and nonprofit hospitals,
                                                                                                     but not most charitable organizations. JDRF received 94% from donations in 2019.

                                                                                                     Recommendation:  Eliminate the requirement that no more than 30 percent of an organization's 2019
                                                                                                     revenues come from donations.

                                                                                                     3. The Federal Reserve Needs to Make Loan Terms More Favorable to Charitable Organizations

                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements  that
                                                                                                     are not required in Main Street New Loan Facilities available to for-profit businesses. Nonprofit
                                                                                                     organizations typically provide services with low-profit margins. Indeed, social service
                                                                                                     organizations report an average aggregate margin of 1.5%. According to a recent report by Seachanqe
                                                                                                     Capital Partners, the median social services nonprofit has a margin of 1.0%, receives 3.6% of its
                                                                                                     revenue from philanthropy (including investment income), has total financial assets (including
                                                                                                     endowments  and other assets that are subject to legal restrictions) equal to 1.9 months of
                                                                                                     expenses, and operating reserves of less than one month of expenses. Less than 20% of large

                                                                                                        Page 248 of 300
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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial
                                                                                                     strength" for nonprofits. Social services organizations are the most  fragile, with fewer than 10%
                                                                                                     reaching this standard.

                                                                                                     Recommendation: Recognizing the unique nature of nonprofit operations and their importance in
                                                                                                     continuing to provide vital services as partners on the front lines of the COVID-19 crisis, JDRF
                                                                                                     urges the Federal Reserve to eliminate borrower requirements 7 and 8. If this is not possible, the
                                                                                                     organization asks that the requirements be lessened significantly to reflect the economic realities
                                                                                                     of nonprofit operations, for example by requiring only 30 days cash on hand, and bringing the loan
                                                                                                     origination ratio of 40-50% (down from 65% as proposed).

                                                                                                     JDRF is also concerned that certain eligible loan features are too onerous for nonprofit
                                                                                                     organizations  and are less favorable than those offered in other government programs.
                                                                                                     Specifically, the interest rate of LIBOR plus 300 basis points is significantly higher than that
                                                                                                     offered for Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster
                                                                                                     Loans (2.75%). In addition, the imposition of loan origination and service fees adds to the cost
                                                                                                     under the Nonprofit Facility. Finally, the notion that nonprofits would be faced with a 70% balloon
                                                                                                     payment at the end of the fifth year of the loan would be off­ putting for many nonprofits.
                                                                                                     Nonprofits with existing loans with balloon payments are usually provided an opportunity to
                                                                                                     renegotiate such loans at prevailing market rates.

                                                                                                     Recommendation: JDRF urges that the loan terms including interest rate and balloon payments be
                                                                                                     revisited and recommend the lowest permissible rate such as the 0.5% rate initially proposed for
                                                                                                     PPP loans. In addition, the organization urges some flexibility in the balloon payment requirement
                                                                                                     to afford the opportunity for renegotiation. If the 5-year amortization were extended to 7 years,
                                                                                                     this could lessen the balloon payment. JDRF requests that the borrower have access to engage with
                                                                                                     derivatives (change to a fixed rate) without the minimum swap requirements.

                                                                                                     4. The Ratio of Adjusted 2019 Earnings before "EBIDA" Should Be Revised

                                                                                                     In the "Draft for Public Consultation," for both the Nonprofit Organization New Loan Facility and
                                                                                                     the Nonprofit Organization Expanded Loan Facility, one of the eligibility criteria for borrowers is
                                                                                                     that they must have "a ratio of adjusted 2019 earnings before interest, depreciation, and
                                                                                                     amortization ("EBIDA") to unrestricted 2019 operating revenue, greater than or equal to 5%." (#6)
                                                                                                     In the context of nonprofit operations, this threshold is too high and would make many, if not
                                                                                                     most, nonprofits ineligible based on these criteria alone, which seems written more in the context
                                                                                                     of for-profit businesses as opposed to nonprofit organizations.

                                                                                                     It may certainly be prudent and necessary to have a positive ratio of adjusted earnings; however,
                                                                                                     nonprofits generally run on a small margin, both out of necessity and also so as to not leave
                                                                                                     excess surpluses that could be used for fulfilling their missions. Moreover, at times a nonprofit
                                                                                                     may have a planned and manageable deficit as part of a strategic plan-a negative ratio at one
                                                                                                     isolated point is not always an indication of instability.

                                                                                                     Furthermore, the footnotes for criteria #6 clarify that X#39;X#39;The Eligible Lender should calculate
                                                                                                     operating revenue as unrestricted operating revenue, excluding funds committed to be spent on
                                                                                                     capital. ..Xquot; Many nonprofits have Xquot;restricted revenueXquot; through grants and contracts built into
                                                                                                     their operating budgets.
                                                                                                     Excluding this revenue would compound the problem of meeting the 5% ratio. Although it would be
                                                                                                     sensible to exclude contributions raised for a Xquot;capital campaign,Xquot; excluding other capital funds
                                                                                                     included in an annual budget for maintenanceXnbsp; and planned upgrades would further decrease the
                                                                                                     required ratio.


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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                          Comment
                                                                                                     Recommendation: The 5% requirement should be reduced to zero, if not eliminated. In addition, a
                                                                                                     statement of explanation of a deficit should be allowed so that a negative ratio does not mean
                                                                                                     automatic ineligibility  for a nonprofit borrower. Finally, further clarification on the
                                                                                                     calculation methodology  -in    the context of nonprofit operating budgets- is needed in regard to
                                                                                                     both restricted funding from grants in annual operating budgets, as well as capital funds for
                                                                                                     improvements that are part of an annual operating budget. This clarification would allow noted
                                                                                                     revenues to remain in calculation to ease the restriction and
                                                                                                     not further restrict eligibility.
                                                                                                      




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   Event Title /
   Description      Ticket Type   Received Date   Last Name    First Name   Email Address   Affiliation                                                                      Comment
                                                                                                          June 22, 202

                                                                                                          Via electronic submission via regs.comments@federalreserve.gov
                                                                                                          Federal Reserve Board of Governors Constitution Ave NW &, 20th St NW Washington, DC 20551
                                                                                                          RE: Main Street Lending Program -  Main Street Lending Program Nonprofit Organization New Loan
                                                                                                          facility (NONLF) and Nonprofit Organization Expanded Loan Facility (NOELF)
                                                                                                          On behalf of March of Dimes, the leading non-profit organization fighting for the health of all
                                                                                                          moms and babies, thank you for the opportunity to submit comments on proposals to expand the  Main
                                                                                                          Street Lending program to nonprofit organizations through a new loan facility. March of Dimes
                                                                                                          promotes the health of women, children and families across the  life course, from birth through
                                                                                                          adolescence and the childbearing years, with an emphasis on preconception, prenatal,
                                                                                                          interconception and infant health.
                                                                                                          Ensuring that women, infants and families have access to  quality care is essential to achieving
                                                                                                          our goals.
                                                                                                          At March of Dimes, we have built a legacy working to level the playing field for all moms and
                                                                                                          babies, no matter their age, socio-economic background or demographics. We support moms throughout
                                                                                                          their pregnancy advocating for policies that prioritize their health. We support radical
                                                                                                          improvements to the care they receive, and we pioneer research to find solutions to the biggest
                                                                                                          health threats to moms and babies.
                                                                                                          During the COVID-19 pandemic, March of Dimes has offered a variety of robust product and services
                                                                                                          while experiencing financial hard times due to significantly reduced fundraising capacity that has
                                                                                                          forced employee furloughs and an across-the-board salary cut for all its employees. Despite these
                                                                                                          operational challenges, we moved quickly in March to launch the Mom  and Baby COV/D-19 Intervention
                                                                                                          and Support Fund. The Fund is supporting efforts to ensure families stay informed about COVID-19,
                                                                                                          therapeutics and a vaccine are developed with moms and babies top  of mind, and interventions are
                                                                                                          distributed so everyone across our country has access. We have offered education resources on
                                                                                                          COVID-19 through a series of webinar events providing the public with critical information on a
                                                                                                          range of topics impacting their lives during the pandemic, including understanding the risks to
                                                                                                          pregnancy, maternal mental health, disparities in health care during COVID-19, and access to 
                                                                                                          birthing services, among other emerging issues.
                                                                                                          We appreciate the Federal Reserve's efforts to develop this new loan program for nonprofits trying
                                                                                                          to weather the economic downturn while continuing to effectively carrying out their missions and
                                                                                                          working to respond to the COVID-19 pandemic in communities across the  country. However, in order
                                                                                                          for this program to be truly accessible it must be more tailored to the unique operations and
                                                                                                          finances of nonprofit organizations than as currently devised. This proposal is aimed more at
                                                                                                          transactional nonprofits such as hospitals and institutions of higher education than at nonprofits
                                                                                                          like March of Dimes that have a larger reliance on donations from the public to support their
                                                                                                          missions. Indeed, we pride ourselves on offering our programs and services at no charge. Because of
                                                                                                          these inherent differences in how nonprofits operate, we believe many of the financial requirements
                                                                                                          included in this proposal simply are not  applicable to organizations that rely predominantly on donations from the public. With
                                                                                                          that in mind, March of Dimes respectfully requests the Federal Reserve to  address the  concerns
                                                                                                          and proposed changes outlined below.

                                                                                                          Congress Must Act to Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness
                                                                                                          The most significant issue with the program is the  lack of loan forgiveness for midsized
                                                                                                          nonprofits. We understand that this is an issue that Congress must address to grant the Federal
                                                                                                          Reserve additional authority to make the new loans forgivable. While it is a welcome development to
                                                                                                          see the  Federal Reserve making its Main Street lending program available to some nonprofits, this
                                                                                                          assistance still falls short of what is most needed by nonprofit organizations -  a provision that
                                                                                                          makes these loans forgivable.
Main Street                                                                                               In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our
Lending Program -   PIO           6/23/2020                                 advocacy@mar                  country due to the COVID-19 pandemic. Even though they face many of the same economic challenges as
NONLF & NOELF       (Letter)      12:00:00 AM     Gonzalez    Ariel         chofdimes.org                 other industries, nonprofits are not  shutting down. Rather, they are straining to meet increasing

                                                                                                             Page 251 of 300
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                                                                                                   Nonprofit Organizations Comments

     Event Title /
     Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                          Comment
                                                                                                          demands in our communities on the frontlines, caring for the sick, feeding families, and keeping
                                                                                                          our communities connected. Furthermore, they will play an integral role as our nation's recovery­
                                                                                                          offering education and support to expecting mothers and their families, providing child care, job
                                                                                                          training, and other supportive services.
                                                                                                          Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical
                                                                                                          operations despite enormous economic challenges. Data released by Independent Sector shows that
                                                                                                          nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the  nation,
                                                                                                          have been severely impacted by this health and economic crisis. When asked "What types of
                                                                                                          additional assistance would be most helpful to your organization?" organizations overwhelmingly
                                                                                                          (92% of responses)  suggested government support in the form of forgivable loans. Smaller
                                                                                                          nonprofits throughout the country have been hit  equally hard.
                                                                                                          Nonprofit organizations need funding so they can continue to meet the needs of their communities.
                                                                                                          Many charitable organizations do not have steady streams of commercial income and have little
                                                                                                          capacity for loan and interest repayment. Furthermore, nonprofits are the third largest employment
                                                                                                          sector and many hope to hire more workers as their organizations recover. America cannot afford to
                                                                                                          leave out  such a vital part of the economy.
                                                                                                          Recommendation: Congress must recognize the vital services nonprofits provide to communities and
                                                                                                          the economy by including loan forgiveness in the next round of COVID-19 relief legislation.
                                                                                                          Limiting Loans to  Mid-Size Nonprofits with Less than 30% of Revenue from Donations Disqualifies
                                                                                                          Many in Charitable Sector
                                                                                                          The Federal Reserve's criteria that organizations must have revenues from donations that are less
                                                                                                          than
                                                                                                          30% disqualify many charities, including March of Dimes. Overall, this loan facility seems more
                                                                                                          applicable to for-profit entities, but not most charitable organizations. March of Dimes received
                                                                                                          90% of its revenues from donations in 2019. In fact, the IRS includes a public support test on the
                                                                                                          annual Form 990 that requires nonprofits to maintain a rate above 33½%. This is done to ensure a
                                                                                                          nonprofits are relying more heavily on donations from the public than other funding sources like
                                                                                                          investment income. (See Form 990 Schedule A)


                                                                                                           
Not Responsive




                                                                                                            Page 252 of 300
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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address       Affiliation                                                                    Comment
                                                                                                             June 22, 2020

                                                                                                             Federal Reserve Board of Governors Constitution Ave NW &, 20th St NW Washington, DC 20551

                                                                                                             Comments of Independent Sector regarding the proposed Main Street Lending Program for nonprofit
                                                                                                             organizations -  NONLF and NOELF

                                                                                                             Independent Sector-a national coalition of nonprofits, foundations, and corporations whose members
                                                                                                             represent tens of thousands of organizations and individuals committed to advancing the common
                                                                                                             good-appreciates the opportunity to submit comments to the Federal Reserve about the Nonprofit
                                                                                                             Organization Loan Facilities. This proposal is targeted at transactional nonprofits such as
                                                                                                             hospitals and institutions of higher education than at nonprofits who have a larger reliance on
                                                                                                             donations from the public to support their missions.  Indeed, many nonprofits pride themselves on
                                                                                                             offering their services at no charge. Recognizing that their business models are different, even if
                                                                                                             both types of charities are inherently organized around a public mission, many of the financial
                                                                                                             requirements included in this proposal simply are not applicable to organizations that rely on
                                                                                                             donations. With that in mind, Independent Sector respectfully requests the Federal Reserve to 
                                                                                                             address the  concerns and proposed changes outlined below.

                                                                                                             1 ,    Congress Must Act to Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness
                                                                                                             Congress must ensure that mid-sized nonprofits have access to  loan forgiveness. While it is a
                                                                                                             welcome development to see the  Federal Reserve making its Main Street lending program available to
                                                                                                             some nonprofits, this assistance still falls short of what is most needed by nonprofit
                                                                                                             organizations -  a provision that makes these loans forgivable.

                                                                                                             In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our
                                                                                                             country due to the COVID-19 pandemic. Even though they face many of the same economic challenges as
                                                                                                             other industries, nonprofits are not  shutting down. Rather, they are straining to meet increasing
                                                                                                             demands in our communities on the frontlines, caring for the sick, feeding families, and keeping
                                                                                                             our communities connected.  Furthermore, they will play an integral role as our nation recovers - 
                                                                                                             providing childcare, job training, and other core supports.

                                                                                                             Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical
                                                                                                             operations despite enormous economic challenges. Data released by Independent Sector shows that
                                                                                                             nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the  nation,
                                                                                                             have been severely impacted by this health and economic crisis. When asked "What types of
                                                                                                             additional assistance would be most helpful to your organization?" organizations overwhelmingly
                                                                                                             (92% of responses) suggested government support in the form of forgivable loans. Smaller nonprofits throughout the country have
                                                                                                             been hit  equally hard.

                                                                                                             Nonprofit organizations need funding so they can continue to meet the needs of their communities.
                                                                                                             Many charitable organizations do not have steady streams of commercial income and have little
                                                                                                             capacity for loan and interest repayment. Furthermore, nonprofits are the third largest employment
                                                                                                             sector and many hope to hire more workers as their organizations recover. America cannot afford to
                                                                                                             leave out  such a vital part of the economy.

                                                                                                             Recommendation:  Congress must recognize the  vital services nonprofits provide to communities and
                                                                                                             the economy by including loan forgiveness, in the next round of COVID-19 relief legislation.

                                                                                                             2.   The Fed's Proposal to Limit Loans to Mid-Size Nonprofits with Less than 30% of Revenue from
Main Street                                                                                                  Donations Disqualifies Many in Charitable Sector
Lending Program -   PIO           6/23/2020                                anam@indepe       Independent     The Federal Reserve's requirement that nonprofit organizations must have less than 30% of their
NONLF & NOELF       (Letter)      12:00:00 AM     Montanez    Ana          ndentsector.org   Sector          revenue derive from donations disqualifes many charities who in order to retain their tax-exempt

                                                                                                               Page 253 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                        Comment
                                                                                                     status, under Section 501(c)(3) of the  Internal Revenue Code, must meet a "public support" test
                                                                                                     showing they receive at least a third of their revenues from contributions from the general public,
                                                                                                     grants from other public charities, or from governmental agencies. If a charitable nonprofit fails
                                                                                                     to do so, then it carries the added burden of providing additional facts and circumstances to prove
                                                                                                     that it is a publicly supported organization.

                                                                                                     This loan requirement seems more applicable to for-profit entities, as well as educational
                                                                                                     institutions and nonprofit hospitals, but not to most charitable nonprofits who provide critical
                                                                                                     services in their communities during these challenging times. Human service organizations, as well
                                                                                                     as food banks and pantries are excluded from this lending program based on the  percentage of their
                                                                                                     revenue that is generated by donations.

                                                                                                     Recommendation: Eliminate the requirement that no more than 30 percent of an organization's 2019
                                                                                                     revenues come from donations.

                                                                                                     3.   The Fed Needs to Make Loan Terms More Favorable to Charitable Organizations
                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that
                                                                                                     are not required in Main Street New Loan Facilities available to for-profit businesses.

                                                                                                     Nonprofit organizations typically provide services with low-profit margins. Indeed, social service
                                                                                                     organizations report an average aggregate margin of 1.5%. According to a recent report by Seachange
                                                                                                     Capital Partn  ers. the  median social services nonprofit has a margin of 1.0%, receives 3.6% of
                                                                                                     its revenue from philanthropy (including investment income), has total financial assets (including
                                                                                                     endowments and other assets that are subject to legal restrictions) equal to 1.9 months of
                                                                                                     expenses, and operating reserves of less than one month of expenses.  Less than 20% of  large
                                                                                                     nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial
                                                                                                     strength" for nonprofits. Social services organizations are the most fragile, with fewer than 10%
                                                                                                     reaching this standard.

                                                                                                     The statistics above should not  be viewed as an indictment of the efficiencies or management
                                                                                                     policies of nonprofits. It is important to note that the vast majority of social service nonprofit
                                                                                                     funding comes from government grants contracts, recognizing the key role such organizations play in
                                                                                                     serving the most vulnerable.  Numerous studies confirm that government funding seldom covers the
                                                                                                     full cost of providing contracted work, which inhibits nonprofits from accumulating reserves through surpluses. In many
                                                                                                     instances, government grant/contract work creates cash-flow challenges since it is paid after the
                                                                                                     work has been completed and can be subject to significant delays in payment.

                                                                                                     Recommendation: Recognizing the  unique nature of nonprofit operations and their importance in
                                                                                                     continuing to provide vital services as partners on the front lines of the COVID-19 crisis, we urge
                                                                                                     the Federal Reserve to  eliminate borrower requirements 7 and 8. If this is not  possible, we
                                                                                                     alternatively ask that the requirements be lessened significantly to reflect the economic realities
                                                                                                     of nonprofit operations, for example by requiring only 30 days cash on hand, and bringing the loan
                                                                                                     origination ratio of 40-50% (down from 65% as proposed).

                                                                                                     We are also concerned that certain eligible loan features are too  onerous for nonprofit
                                                                                                     organizations and are less favorable than those offered in other government programs. Specifically,
                                                                                                     the interest rate of LIBOR plus 300 basis points is significantly higher than that offered for
                                                                                                     Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster Loans
                                                                                                     (2.75%). In addition, the imposition of loan origination and service fees adds to the  cost under
                                                                                                     the Nonprofit Facility. Finally, the notion that nonprofits would be faced with a 70% balloon
                                                                                                     payment at the end of the fifth year of the  loan would be off-putting for many nonprofits.
                                                                                                     Nonprofits with existing loans with balloon payments are usually provided an opportunity to
                                                                                                     renegotiate such loans at prevailing market rates.

                                                                                                        Page 254 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                     Comment

                                                                                                     Recommendation: We urge that the loan terms including interest rate and balloon payments be
                                                                                                     revisited and recommend the lowest permissible rate such as the  0.5% rate initially proposed for
                                                                                                     PPP loans. In addition, we urge some flexibility in the balloon payment requirement to afford the
                                                                                                     opportunity for renegotiation. If the 5-year amortization were extended to 7 years, this could
                                                                                                     lessen the balloon payment. We request that the borrower have access to  engage with derivatives
                                                                                                     (change to  a fixed rate) without the minimum swap requirements.

                                                                                                     4.   The Ratio of Adjusted 2019 Earnings before "EBIDA" Should Be Revised
                                                                                                     In the  "Draft for Public Consultation," for both the Nonprofit Organization New Loan Facility and
                                                                                                     the Nonprofit Organization Expanded Loan Facility, one of the eligibility criteria for borrowers is
                                                                                                     that they must have "a ratio of adjusted 2019 earnings before interest, depreciation, and
                                                                                                     amortization ("EBIDA") to  unrestricted 2019 operating revenue, greater than or equal to 5%." (#6)
                                                                                                     In the context of nonprofit operations, this threshold is too  high and would make many, if not
                                                                                                     most, nonprofits ineligible based on these criteria alone, which seems written more in the context
                                                                                                     of for-profit businesses as opposed to nonprofit organizations.

                                                                                                     It may certainly be prudent and necessary to  have a positive ratio of adjusted earnings; however,
                                                                                                     nonprofits generally run on a small margin, both out of necessity and also as to  not  leave excess
                                                                                                     surpluses that could be used for  fulfilling their missions. Moreover, at times a nonprofit may
                                                                                                     have a planned and manageable deficit as part of a strategic plan-a negative ratio at one isolated
                                                                                                     point is not always an indication of instability.

                                                                                                     Furthermore, the footnotes for criteria #6 clarify that "The Eligible Lender should calculate
                                                                                                     operating revenue as unrestricted operating revenue, excluding funds committed to be spent on
                                                                                                     capital.,." Many nonprofits have "restricted revenue" through grants and contracts built into their
                                                                                                     operating budgets. Excluding this revenue would compound the problem of meeting the 5% ratio.
                                                                                                     Although it would be sensible to  exclude contributions raised for a "capital campaign," excluding
                                                                                                     other capital funds included in an annual budget for maintenance and planned upgrades would further
                                                                                                     decrease the  required ratio.


                                                                                                      




                                                                                                       Page 255 of 300
                                                                                                       Main Street Lending Program
                                                                                                     Nonprofit Organizations Comments

   Event Title /
   Description      Ticket Type   Received Date   Last Name    First Name   Email Address     Affiliation                                                                Comment
                                                                                                            June  22, 2020
                                                                                                            Federal  Reserve  Board  of Governors Constitution  Ave NW & 20th St NW Washington,  DC 20551


                                                                                                            FOR YOUTH DEVELOPMENT® FOR HEALTHY LIVING
                                                                                                            FOR SOCIAL RESPONSIBILITY

                                                                                                            Subject:  Main Street Lending  Program  -  NONLF and NOELF
                                                                                                            RE:  Comments  on the "Draft for Public Consultation" the  Main Street Lending  Program for
                                                                                                            Nonprofits
                                                                                                            To Whom It  May Concern:
                                                                                                            The Kansas State Alliance of YMCAs  (KSAY)  is respectfully submitting  these comments in response 
                                                                                                            to  Federal  Reserve Board's announcement  on June 15,  2020 that it is seeking  public feedback 
                                                                                                            on the  proposal to  expand its  Main Street Lending  Program  for nonprofit organizations. We
                                                                                                            appreciate  the  Federal Reserve Board making this program  available  to nonprofits;  however,
                                                                                                            there are several concerns  outlined  below that could help improve the program and make it  truly
                                                                                                            applicable  and accessible  to  nonprofit  organizations, such as local YMCAs.
                                                                                                            KSAY represents the  collective  voice and impact of all 11 independent  Kansas YMCA associations. 
                                                                                                            Each of these Ys helps strengthen their local communities  through youth development, healthy 
                                                                                                            living, and social responsibility. Kansas Ys serve over 550,000 people in 27 communities  across
                                                                                                            the  Sunflower  State. As public charities, Kansas Ys engage 1 in 4 Kansas children  and teens and
                                                                                                            provide a wide range of activities to nurture their potential  and ensure their success.  With
                                                                                                            almost 7,000 volunteers  accumulating  328,215  hours of service and over 4,000 employees, the  Y
                                                                                                            is making  a difference  in all of the  communities  it  serves.
                                                                                                            Despite mandated facility closures, cancellation  of traditional programming  and a decrease  in
                                                                                                            giving, the Y has stepped  up to  address the  critical need for safe childcare options and other
                                                                                                            needed  services across the  country.  At the  height of the pandemic
                                                                                                            Kansas Ys offered emergency  childcare  for families of medical personnel, essential employees and
                                                                                                            first responders.  With school closures, children  cannot  access USDA breakfasts and lunch and
                                                                                                            during this time of economic  uncertainty, a rapidly  increasing  number  of adults and families 
                                                                                                            are facing  food insecurity. In  response, Kansas Ys are providing  free grab-and-go meals to  help
                                                                                                            address this urgent need.
                                                                                                            Citizens in communities  of all sizes are depending  on local charitable nonprofits to  a far
                                                                                                            greater  degree during the  response and relief phases to  the  COVID-19  health and economic
                                                                                                            crises, and that reliance will only grow during the recovery period ahead (including response and
                                                                                                            relief for any second  and third waves of the  virus).
                                                                                                            KSAY has worked  with YMCA of the USA (Y-USA)Snbsp; and local Ys to  identify and address areas of
                                                                                                            confusion  and contradiction  in regard to the  much-anticipated Main Street Lending  Program.




                                                                                                            These real-life, current concerns  and questions  based  on experiences  of Ys across America  are
                                                                                                            the  basis for the  following  comments and recommendations.




Main Street                                                                                 Kansas State
Lending Program -   PIO           6/23/2020                                 jbruning@ksym   Alliance of
NONLF & NOELF       (Letter)      12:00:00 AM     Bruning     Jennifer      ca.org          YMCAs

                                                                                                              Page 256 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                         Comment
                                                                                                     Comments and Recommendations
                                                                                                     1 .  Congress Must Act to  Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness
                                                                                                     Congress  must ensure that mid-sized  nonprofits have access to  loan forgiveness.  While it  is a
                                                                                                     welcome  development  to  see the  Federal  Reserve making  its Main Street lending program
                                                                                                     available to  some nonprofits, this assistance still falls short of what is most needed by
                                                                                                     nonprofit organizations  -  a provision that makes these loans forgivable.

                                                                                                     In  this critical time, nonprofits have stepped  up to  meet the unprecedented  level of need in
                                                                                                     our country due to  the  COVID-19  pandemic.  Even though they face many of the same economic
                                                                                                     challenges  as other industries, nonprofits are not  shutting  down. Rather, they are straining to
                                                                                                     meet increasing  demands  in our communities  on the frontlines, caring for the sick, feeding 
                                                                                                     families, and keeping  our communities connected.  Furthermore, they will play an integral role as
                                                                                                     our nation recovers  - providing  childcare, job training, and other core supports.

                                                                                                     Charitable nonprofits  of all sizes and focus areas are struggling to
                                                                                                     maintain mission critical operations despite enormous  economic challenges.  Data released by
                                                                                                     independent  Sector shows that nonprofits with between  500 to  5,000 employees, key
                                                                                                     to scaling  relief efforts across the  nation, have been severely impacted by this health and
                                                                                                     economic  crisis.  When asked "What types of additional  assistance  would be most helpful to  your
                                                                                                     organization?" organizations  overwhelmingly (92% of responses) suggested  government  support in
                                                                                                     the  form of forgivable  loans. Smaller  nonprofits throughout  the country have been hit  equally 
                                                                                                     hard.

                                                                                                     Nonprofit  organizations  need funding so they can continue to  meet the needs of their
                                                                                                     communities.  Many charitable  organizations  do not  have steady streams of commercial income and
                                                                                                     have little capacity  for loan and interest repayment.  Furthermore, nonprofits are the  third
                                                                                                     largest employment  sector and many hope to  hire more workers as their organizations  recover. 
                                                                                                     America  cannot afford to leave out such a vital part of the  economy.

                                                                                                     Recommendation: Congress  must recognize  the  vital services nonprofits provide to communities 
                                                                                                     and the  economy  by including  loan forgiveness.  in the next round of COVID-19  relief
                                                                                                     legislation.

                                                                                                     2. The Federal Reserve Needs to Make Loan Terms More Favorable to Charitable Organizations
                                                                                                     The draft Nonprofit  Loan Facility imposes certain  liquidity, asset, and reserve
                                                                                                     requirements  that are not  required in Main Street New Loan Facilities  available  to  for-profit
                                                                                                     businesses.

                                                                                                     Nonprofit  organizations  typically  provide services  with low-profit  margins. Indeed, social
                                                                                                     service organizations  report an average  aggregate margin  of 1.5%. According  to a recent report
                                                                                                     by Seachange  Capital Partners, the  median social services nonprofit has a margin of 1.0%,
                                                                                                     receives  3.6% of its revenue  from philanthropy  (including investment  income), has total
                                                                                                     financial  assets (including endowments  and other assets that are subject to legal restrictions)  equal to  1.9 months
                                                                                                     of expenses, and operating reserves 
                                                                                                     of less than one month of expenses.  Less than  20% of large nonprofits have 6 months or more of
                                                                                                     operating  reserves, a widely accepted  standard for "financial strength" for nonprofits.  Social
                                                                                                     services  organizations  are the  most fragile, with fewer than 10% reaching this standard. The
                                                                                                     statistics above should  not  be viewed  as an indictment  of the efficiencies  or management 
                                                                                                     policies of nonprofits.

                                                                                                     Also, many nonprofits  are facility-based and carry planned debt which may be disqualified  under
                                                                                                     the  proposed  calculation.  Furthermore, creditworthiness can be established  on other criteria.


                                                                                                       Page 257 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                        Comment
                                                                                                     Recommendation: Recognizing  the  unique nature of nonprofit  operations  and their importance  in
                                                                                                     continuing  to provide vital services as partners on the  front lines of the COVID-19  crisis, we
                                                                                                     urge the  Federal Reserve to  eliminate borrower requirements  7 and 8. If  this is not  possible,
                                                                                                     we alternatively  ask that the requirements  be lessened significantly  to reflect the economic 
                                                                                                     realities of nonprofit operations, for example by requiring only 30 days cash on hand, and
                                                                                                     eliminating  the specific  65% debt ratio requirement  and instead allow  a statement  of
                                                                                                     explanation  for debt that may be of concern as it  relates to  credit worthiness.

                                                                                                     We are also concerned  that certain eligible loan features are too onerous for nonprofit
                                                                                                     organizations  and are less favorable  than those  offered  in other government  programs.
                                                                                                     Specifically, the  interest rate of LIBOR plus 300 basis points is too high. In  addition, the
                                                                                                     imposition  of loan origination and service fees adds to  the  cost. Finally, the 70%  balloon
                                                                                                     payment  at the end of the fifth year of the  loan would be difficult for many nonprofits, unless
                                                                                                     provided  an opportunity  to refinance such loans at low rates.

                                                                                                     Recommendation: Revisit the  loan terms including  interest rate and balloon payments  and
                                                                                                     recommend  the  lowest  permissible  rate such as the  0.5% rate initially proposed  for PPP loans.
                                                                                                     We also urge some flexibility  in the balloon payment requirement to afford the opportunity  for
                                                                                                     renegotiation. Extending  the  5-year amortization to seven years could lessen the  balloon
                                                                                                     payment.  We request that borrowers  have access to  engage  with derivatives  (change to  a fixed
                                                                                                     rate)  without the minimum swap requirements.

                                                                                                     3.  The Ratio of Adjusted  2019 Earnings before "EBIDA" Should Be Revised
                                                                                                     In  the "Draft for Public Consultation," one of the eligibility criteria  for borrowers is that
                                                                                                     they must have "a  ratio of adjusted  2019 earnings before interest, depreciation, and amortization
                                                                                                      (EBIDA) to  unrestricted  2019 operating revenue, greater than or equal to 5%." (#6) In the
                                                                                                     context  of nonprofit operations,  this threshold  is too high and would make many, if not most,
                                                                                                     nonprofits ineligible based on these criteria  alone, which seems  written more in the  context  of
                                                                                                     for-profit businesses  as opposed to  nonprofit organizations.

                                                                                                     It  may be prudent and necessary  to  have a positive  ratio of adjusted  earnings; however,
                                                                                                     nonprofits generally run  on a small margin, both out of necessity and also so as to  not  leave
                                                                                                     excess surpluses that could be used for fulfilling their missions.
                                                                                                     Moreover, at times a nonprofit may have a planned and manageable  deficit  as part of a strategic
                                                                                                     plan-a negative  ratio at one isolated point is not  always an indication  of instability.

                                                                                                     Furthermore, the footnotes  for  #6  clarify that "The Eligible  Lender should  calculate operating
                                                                                                     revenue  as unrestricted  operating  revenue, excluding  funds committed  to be spent on capital."
                                                                                                     Many nonprofits have "restricted  revenue" through grants and contracts built into their operating 
                                                                                                     budgets.  Excluding  this revenue  would  compound the  problem  of meeting the 5% ratio. Although
                                                                                                     it  would be sensible to  exclude

                                                                                                     Recommendation: The 5% requirement  should  be reduced to  zero, if not eliminated. In  addition, a
                                                                                                     statement  of explanation  of a deficit should  be allowed so that a negative ratio  does not  mean
                                                                                                     automatic  ineligibility  for a nonprofit  borrower. Finally, further clarification  on the 
                                                                                                     calculation methodology-in the context  of nonprofit operating budgets-is  needed in regard to 
                                                                                                     both restricted  funding  from grants in annual  operating budgets, as well as capital funds for
                                                                                                     improvements  that are part of an annual  operating  budget. This clarification  would  allow 
                                                                                                     noted revenues  to  remain in calculation to ease the  restriction and not  further restrict
                                                                                                     eligibility.

                                                                                                     4. "Reasonable Efforts" Regarding Employee Retention Require Further Clarification
                                                                                                     The description  of "Retaining  Employees" in the  draft term sheet requires refinement  if the

                                                                                                        Page 258 of 300
                                                                                                         Main Street Lending Program
                                                                                                       Nonprofit Organizations Comments

   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                    Comment
                                                                                                              Federal Reserve expects nonprofits to take advantage  of this facility.  We endorse the  analysis
                                                                                                              of the National Council  of Nonprofits  on the  issue of employee  retention, and recommend  the 
                                                                                                              following:

                                                                                                              Recommendation: "Reasonable  efforts" should be interpreted  in the totality of the circumstances,
                                                                                                              taking into consideration  not  only the  general economic environment  in the  community  or
                                                                                                              communities  in which the  borrower  operates, but  also factors such as workforce,  fundraising 
                                                                                                              ability, revenue-generating activities, and overall  demand for the  services and programs the 
                                                                                                              organization  provides. One option would be to  add the qualifier "mission-based" before
                                                                                                              "reasonable  efforts."

                                                                                                              Recommendation: Further refine the terms "maintain  its payroll" and "retain its employees" are
                                                                                                              vague, and make clear that nonprofits participating  in the  Main Street loan program  generally
                                                                                                              should endeavor to  pay staff at the same or increased  income levels and should act in good  faith
                                                                                                              to keep staffing  levels (measured  on the  basis of full-time equivalents)  at the same or
                                                                                                              increased  levels, both for the duration  of the loan. It  is also important that the loan
                                                                                                              documents expressly  state that the employee retention provision begins on the  date that loan
                                                                                                              funding  is received  by the  borrower rather than at an earlier date.

                                                                                                              Recommendation: Adopt the  safe harbors of other loan programs  and state clearly that nonprofit
                                                                                                              borrowers  will not be penalized  under the employee  retention provision for the decision  of
                                                                                                              employees to  decline offers of rehire, or for those who are fired for cause, voluntarily  resign,
                                                                                                              or voluntarily  request  a reduced  schedule  during the time that the loan is outstanding.

                                                                                                              S. Limitation of SO-Employee  Minimum Should Be Removed
                                                                                                              The proposed  nonprofit loan facility  imposes a size minimum that is not  imposed in the Main
                                                                                                              Street Loan Facilities  for for-profit  businesses.  There is no explanation  why the Federal
                                                                                                              Reserve  is proposing  that nonprofits  with fewer than 50 employees  should not be eligible for
                                                                                                              Main Street loans for which their small business  counterparts  of equal size could secure lending
                                                                                                              support.

                                                                                                              Recommendation: Remove the  5O-employee  floor.




                                                                                                              We would like to echo sentiments of the National Association of Community Health Centers, in that we appreciate the Federal Reserve's
                                                                                                              intention to expand Main Street Loans to non-profit organizations; however, after analyzing the draft Term Sheet. We believe that few federally
                                                                                                              qualified health centers (FQHCs) would qualify for these loans under the current eligibility requirements. Therefore, we are requesting that:

                                                                                                              the loan terms be revised to enable the majority of FQHCs to qualify, and
                                                                                                              FQHCs be permitted to work with Community Development Financial Institutions (CDFIs) to access Main Street loans.

                                                                                                              In order to provide a meaningful program for which more FQHCs would qualify, we request that the Federal Reserve adjust the following
                                                                                                              lending parameters for FQHCs loans as follows:
Staff Group - Main                                                                                             EBIDA to unrestricted 2019 operating revenue greater than or equal to 3%
Street Lending                                                                                                 Days cash on hand at loan origination equal to or greater than 30 days
Program - Nonprofit                                                                          Oklahoma          Eliminate the unrestricted cash to debt ratio requirement
Organization          PIO (Email    6/23/2020                                bwilborn@okpc   Primary Care      Lower the minimum employee requirement to 20.
Facilities            from Web)     12:00:00 AM     Wilborn     Brent        a.org           Association



                                                                                                                 Page 259 of 300
                                                                                                       Main Street Lending Program
                                                                                                     Nonprofit Organizations Comments

   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                 Comment
                                                                                                            Subject:  Main Street Lending Program  -  NONLF and NOELF
                                                                                                            RE:  Comments on the "Draftfor Public Consultation" the  Mainstreet  Lending Program for
                                                                                                            Nonprofits

                                                                                                            To Whom It  May Concern:
                                                                                                            The Washington  State Alliance of YMCAs  is respectfully submitting  these comments in response to 
                                                                                                            Federal  Reserve  Board's announcement  on June 15,  2020 that it is seeking public feedback  on
                                                                                                            the  proposal to  expand its  Main Street Lending Program  for nonprofit organizations. We
                                                                                                            appreciate the  Federal  Reserve  Board making this program available  to  nonprofits;  however,
                                                                                                            there are several  concerns  outlined below that could help improve the program  and make it  truly
                                                                                                            applicable  and accessible  to  nonprofit  organizations, such as local YMCAs.
                                                                                                            The Washington  State Alliance of YMCAs  is a collaboration  of 15 independent  charitable,
                                                                                                            nonprofit  YMCAs  with 48 branches.  Our YMCAs help strengthen their local communities  through
                                                                                                            youth development, healthy living, and social responsibility. Annually,  Washington  YMCAs engage 
                                                                                                            over 788,000  men, women, and children-regardless of age, income, or background­ empowering  young 
                                                                                                            people to  reach their full potential, improving individual  and community well-being, and
                                                                                                            providing  opportunities  to  give back, by inspiring  action in communities.  The Y
                                                                                                            works side-by-side  with its neighbors to  make sure everyone has the  opportunity  to learn, grow,
                                                                                                            and thrive.
                                                                                                            Despite mandated  facility closures, cancellation  of traditional programming  and a decrease in
                                                                                                            giving, the Y has stepped  up to  address the  critical need for safe childcare  options and other
                                                                                                            needed services  across the  country.  During the  first months of COVID-19, Washington  YMCAs
                                                                                                            collectively:
                                                                                                            •    Showed  up for essential  workers by opening  74  early learning  and school-
                                                                                                            age  sites,
                                                                                                            caring for 1,562 children daily;
                                                                                                            •    Secured  food  for children  and provided  199,600  meals, in addition to
                                                                                                            partnering  with
                                                                                                            food banks to  store and pack food supplies;
                                                                                                            •    Provided  housing  for over  345   young  adults per week
                                                                                                            experiencing  homelessness  and
                                                                                                            economic  division;
                                                                                                            •    Provided  over 22,500  check-in calls giving community  resource  navigation 
                                                                                                            to  older adults
                                                                                                            and others;  and
                                                                                                            •    Provided  social-emotional supports,  free online fitness classes and more.

                                                                                                            At the  height of the  pandemic, collectively  across the  country, YMCAs  offered emergency
                                                                                                            childcare at more than 1,100 locations for families of medical personnel, essential  employees and
                                                                                                            first responders.  With school  closures, children cannot  access USDA breakfasts  and lunch and
                                                                                                            during this time of economic  uncertainty,  a rapidly increasing  number of adults and families are
                                                                                                            facing  food insecurity. In  response, over 1,000 Ys nationwide  are providing  free grab-and-go
                                                                                                            meals to  help address this urgent need.

                                                                                                            Citizens in communities  of all sizes are depending  on local charitable  nonprofits to a far
                                                                                                            greater degree during the response  and relief phases to  the  COVID-19  health and economic 
                                                                                                            crises, and that reliance  will only grow during the recovery period ahead (including  response 
                                                                                                            and relief for any second  and third waves of the  virus).

                                                                                                            Y-USA  has worked  with the Washington  State Alliance of YMCAs, other YMCA State Alliances, and
Main Street                                                                                Washington       local Ys to  identify and address  areas of confusion and contradiction  regarding the
Lending Program -   PIO           6/23/2020                                sanderson@se    State Alliance   much-anticipated Mainstreet  Lending  Program. These real-life, current concerns  and questions
NONLF & NOELF       (Letter)      12:00:00 AM     Anderson    Sue          attleymca.org   of YMCAs         based  on experiences  of Ys across America  are the  basis for the following  comments  and

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                                                                                                     recommendations.
                                                                                                     Comments and Recommendations

                                                                                                     1 ,  Congress Must Act to  Ensure Mid-Sized Nonprofits are Eligible for  Loan Forgiveness
                                                                                                     Congress  must ensure that mid-sized  nonprofits have access to  loan forgiveness.  While it  is a
                                                                                                     welcome  development  to  see the  Federal  Reserve making its  Main Street lending program
                                                                                                     available to  some nonprofits, this assistance  still falls short of what is most needed by
                                                                                                     nonprofit organizations  -  a provision that makes these loans forgivable.
                                                                                                     In  this critical time, nonprofits have stepped  up to  meet the unprecedented  level of need in
                                                                                                     our country  due to  the  COVID-19  pandemic.  Even though they face many of the same economic
                                                                                                     challenges as other industries, nonprofits  are not  shutting  down.  Rather, they are straining to
                                                                                                     meet increasing  demands  in our communities  on the  frontlines, caring  for the sick, feeding
                                                                                                     families, and keeping our communities  connected.  Furthermore, they will play an integral role as
                                                                                                     our nation recovers  -  providing  childcare,  job training, and other core supports.
                                                                                                     Charitable  nonprofits of all sizes and focus areas are struggling  to maintain mission-critical
                                                                                                     operations  despite enormous economic  challenges.  Data released by Independent  Sector shows that
                                                                                                     nonprofits with between  500 to  5,000 employees,  key to scaling  relief efforts across the
                                                                                                     nation, have been severely impacted  by this health and economic  crisis.  When asked "What types
                                                                                                     of additional  assistance  would be most helpful to  your organization?" organizations
                                                                                                     overwhelmingly (92% of responses)  suggested  government  support in the  form of forgivable loans.
                                                                                                     Smaller nonprofits throughout  the country have been hit  equally hard.
                                                                                                     Nonprofit  organizations  need  funding so they can continue to meet the needs of their
                                                                                                     communities.  Many charitable  organizations  do not  have steady streams of commercial  income and
                                                                                                     have little capacity  for loan and interest repayment.  Furthermore, nonprofits  are the third
                                                                                                     largest employment  sector and many hope to  hire more workers as their organizations  recover.
                                                                                                     America  cannot afford to leave out such a vital part of the  economy.
                                                                                                     Recommendation: Congress  must recognize  the  vital services nonprofits provide to communities 
                                                                                                     and the  economy  by including loan forgiveness,  in the  next round of COVID-19 relief legislation

                                                                                                     2.  The  Federal Reserve Needs to Make Loan Terms More Favorable to Charitable Organizations

                                                                                                     The draft Nonprofit  Loan Facility imposes certain liquidity, asset, and reserve requirements  that
                                                                                                     are not required in Main Street New  Loan Facilities available to  for-profit  businesses.

                                                                                                     Nonprofit  organizations  typically provide services with low-profit  margins. Indeed, social
                                                                                                     service organizations  report an average  aggregate margin of 1.5%. According  to  a recent report
                                                                                                     by Seachange Capital Partners, the  median social services nonprofit has a margin of 1.0%, receives
                                                                                                     3.6% of its revenue  from philanthropy  (including  investment  income), has total financial assets
                                                                                                     (including  endowments  and other assets that are subject to legal restrictions)  equal to  1.9
                                                                                                     months of expenses,  and operating  reserves  of less than one month of expenses.  Less than 20% of
                                                                                                     large nonprofits have 6 months or more of operating  reserves, a widely accepted  standard for
                                                                                                     "financial  strength" for nonprofits.  Social services  organizations  are the  most fragile, with
                                                                                                     fewer than 10% reaching this standard. The statistics  above should  not  be viewed as an
                                                                                                     indictment  of the efficiencies  or management  policies of nonprofits.

                                                                                                     Also, many nonprofits are facility-based and carry planned debt which may be disqualified  under
                                                                                                     the  proposed  calculation.  Furthermore, creditworthiness can be established  on other criteria.

                                                                                                     Recommendation: Recognizing  the  unique nature of nonprofit operations and their importance in
                                                                                                     continuing  to provide vital services  as partners on the  front lines of the  COVID-19  crisis, we
                                                                                                     urge the Federal Reserve to eliminate borrower requirements  7 and 8. If  this is not  possible, 
                                                                                                     we alternatively  ask that the requirements  be lessened significantly to  reflect the economic
                                                                                                     realities of nonprofit  operations,  for example  by requiring only 30 days cash on hand, and

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                                                                                                     eliminating  the specific 65%  debt ratio requirement  and instead allow a statement  of
                                                                                                     explanation for debt that may be of concern as it  relates to  credit worthiness.

                                                                                                     We are also concerned  that certain eligible loan features  are too onerous for nonprofit
                                                                                                     organizations  and are less favorable  than those offered  in other government  programs.
                                                                                                     Specifically,  the  interest rate of LIBOR plus 300 basis points is too high. In  addition, the
                                                                                                     imposition  of loan origination and service  fees adds to  the  cost. Finally, the  70%  balloon
                                                                                                     payment  at the end of the fifth year of the loan would be difficult  for many nonprofits, unless
                                                                                                     provided  an opportunity  to refinance such loans at low rates.

                                                                                                     Recommendation: Revisit the  loan terms including  interest rate and balloon payments  and
                                                                                                     recommend  the  lowest permissible  rate such as the  0.5% rate initially proposed  for PPP loans.
                                                                                                     We also urge some flexibility in the balloon payment requirement to afford the  opportunity  for
                                                                                                     renegotiation. Extending  the  5-year amortization to seven years could lessen the  balloon
                                                                                                     payment.  We request that borrowers  have access to  engage  with derivatives (change to  a fixed
                                                                                                     rate)  without the minimum swap requirements.




                                                                                                      




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                                                                                                          June 22, 2020

                                                                                                          The Honorable Jerome Powell Chair
                                                                                                          Board of Governors of the Federal Reserve System 20th  Street and Constitution Ave NW
                                                                                                          Washington, DC 20551

                                                                                                          Re:  The Nonprofit Organization Loan Eligibility Proposal Dear Chairman Powell:
                                                                                                          The American Lung Association appreciates the opportunity to submit comments to the Federal Reserve
                                                                                                          Board regarding the Nonprofit Organization Loan Eligibility Proposal.

                                                                                                          The American Lung Association is the oldest voluntary public health association in the United
                                                                                                          States, currently representing the nearly 37 million Americans living with lung diseases including
                                                                                                          asthma, lung cancer and COPD. As such, the Lung Association is uniquely positioned to comment on
                                                                                                          the impact this proposed rule will have on our organization's ability to carry out  our mission to
                                                                                                          save lives by improving lung health and preventing lung disease.  Since the start of the COVID -19
                                                                                                          pandemic, the American Lung Association has worked to educate the public, advocated on behalf of
                                                                                                          lung disease patients and promoted research on treatment cures.

                                                                                                          The American Lung Association appreciates the opportunity to submit comment to the Federal Reserve
                                                                                                          about the Nonprofit Organization Loan Facilities. This proposal is aimed more at transactional
                                                                                                          nonprofits such as hospitals and institutions of higher ed. Many nonprofits like the Lung
                                                                                                          Association that have a larger reliance on donations from the public to support their missions are
                                                                                                          not eligible under the proposed terms.  Indeed, many nonprofits pride themselves on offering their
                                                                                                          services at no charge. Recognizing that our business models are different, even if both types of
                                                                                                          charities are inherently organized around a public mission, many of the financial requirements
                                                                                                          included in this proposal simply are not applicable to organizations that rely on donations. With
                                                                                                          that in mind, the Lung Association respectfully requests the Federal Reserve to address the
                                                                                                          concerns and proposed changes outlined below.

                                                                                                          1 ,    Mid-Sized Nonprofits Must be Eligible for Loan Forgiveness
                                                                                                          While it is a welcome development to see the Federal Reserve making its Main Street lending program
                                                                                                          available to some nonprofits, this assistance still falls short of what is most needed by nonprofit
                                                                                                          organizations -Snbsp; a provision that makes these loans forgivable. Congress must act ensure that
                                                                                                          mid-sized nonprofits have access to loan forgiveness.

                                                                                                          In this critical time, nonprofits have stepped up to meet the unprecedented level of need in our
                                                                                                          country due to the COVID-19 pandemic. Even though they face many of the same economic challenges as
                                                                                                          other industries, nonprofits are not shutting down. Rather, they are straining to meet increasing
                                                                                                          demands in our communities on the frontlines, caring for the sick, feeding families, and keeping
                                                                                                          our communities connected.Xnbsp; Furthermore, they will play an integral role as our nation recovers - 
                                                                                                          providing childcare, job training, and other core supports.

                                                                                                          Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical
                                                                                                          operations despite enormous economic challenges. Data released by Independent Sector shows that
                                                                                                          nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the nation,
                                                                                                          have been severely impacted by this health and economic crisis. When asked "What types of
                                                                                                          additional assistance would be most helpful to your organization?" organizations overwhelmingly
                                                                                                          (92% of responses) suggested government support in the form of forgivable loans. Smaller nonprofits
                                                                                                          throughout the country have been hit equally hard.
Main Street
Lending Program                                                                                           Nonprofit organizations need funding so they can continue to meet the needs of their communities.
NONLF and          PIO           6/23/2020                                Erika.Sward@l   American Lung   Many charitable organizations do not have steady streams of commercial income and have little
NOELF              (Letter)      12:00:00 AM     Sward       Erika        ung.org         Association     capacity for loan and interest repayment. Furthermore, nonprofits are the third largest employment

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                                                                                                     sector and many hope to hire more workers as their organizations recover. America cannot afford to
                                                                                                     leave out such a vital part of the economy.

                                                                                                     Recommendation:  Vital services nonprofits provide to communities and the economy by including loan
                                                                                                     forgiveness.  We urge the Federal Reserve to support loan forgiveness for nonprofits in the next
                                                                                                     round of COVID-19 relief legislation.

                                                                                                     2.   The Fed's Proposal to Limit Loans to Mid-Size Nonprofits with Less than 30%  of Revenue from
                                                                                                     Donations Disqualifies Many in Charitable Sector
                                                                                                     The Federal Reserve's criteria that organizations must have revenues from donations that are less
                                                                                                     than 30% disqualify many charities, including the Lung Association. Overall, this loan facility
                                                                                                     seems more applicable to for-profit entities, as well as educational institutions and nonprofit
                                                                                                     hospitals, but not most charitable organizations.  The Lung Association received 60% from donations
                                                                                                     in 2019.

                                                                                                     The thirty percent criteria is also inconsistent with current tax law for charitable organizations:
                                                                                                     to retain tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, charitable
                                                                                                     nonprofits must meet a "public support" test showing they receive at least a third of their
                                                                                                     revenues via contributions from the general public, contributions or grants from other public
                                                                                                     charities, or from governmental agencies.

                                                                                                     We raise money and receive donations from the public, foundations, corporations and others to fund
                                                                                                     research for treatments and cures for lung diseases, efforts to keep kids off tobacco, including
                                                                                                     e-cigarettes, and advocating for laws that protect the air we all breathe, and receive very little
                                                                                                     revenue from direct services.  Charitable organizations play a fundamental role in strengthening
                                                                                                     civil society. Our organizations provide vital services for people with or at risk for lung
                                                                                                     disease, and pride ourselves on the donations we receive rooted in the trust and support that the
                                                                                                     public has of the sector.

                                                                                                     Recommendation:&nbsp: Eliminate the requirement that no more than 30 percent of an organization's 2019
                                                                                                     revenues come from donations, and instead make 501 c(3) organizations that are otherwise meet the
                                                                                                     employee size are eligible.

                                                                                                     3.   The Fed Needs to Make Loan Terms More Favorable to Charitable Organizations
                                                                                                     The draft Nonprofit Loan Facility imposes certain liquidity, asset, and reserve requirements that
                                                                                                     are not required in Main Street New Loan Facilities available to for­ profit businesses.

                                                                                                     Nonprofit organizations typically provide services with low-profit margins. Indeed, social service
                                                                                                     organizations report an average aggregate margin of 1.5%. According to a recent report by Seachange
                                                                                                     Capital Partners , the median social services nonprofit has a margin of 1.0%, receives 3.6% of its
                                                                                                     revenue from philanthropy (including investment income), has total financial assets (including
                                                                                                     endowments and other assets that are subject to legal restrictions) equal to t9  months of
                                                                                                     expenses, and operating reserves of less than one month of expenses.  Less than 20% of large
                                                                                                     nonprofits have 6 months or more of operating reserves, a widely accepted standard for "financial
                                                                                                     strength" for nonprofits. Social services organizations are the most fragile, with fewer than 10%
                                                                                                     reaching this standard.

                                                                                                     The statistics above should not be viewed as an indictment of the efficiencies or management
                                                                                                     policies of nonprofits. It is important to note that the vast majority of social service nonprofit
                                                                                                     funding comes from government grants contracts, recognizing the key role such organizations play in
                                                                                                     serving the most vulnerable.  Numerous studies confirm that government funding seldom covers the
                                                                                                     full cost of providing contracted work, which inhibits nonprofits from accumulating reserves
                                                                                                     through surpluses. In many instances, government grant/contract work creates cash-flow challenges

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                                                                                                     since it is paid after the work has been completed and can be subject to significant delays in
                                                                                                     payment.

                                                                                                     Recommendation: Recognizing the unique nature of nonprofit operations and their importance in
                                                                                                     continuing to provide vital services as partners on the front lines of the COVID-19 crisis, we urge
                                                                                                     the Federal Reserve to eliminate borrower requirements 7 and
                                                                                                     8. If this is not possible, we alternatively ask that the requirements be lessened significantly to
                                                                                                     reflect the economic realities of nonprofit operations, for example by requiring only 30 days cash
                                                                                                     on hand, and bringing the loan origination ratio of 40-50% (down from 65% as proposed).

                                                                                                     We are also concerned that certain eligible loan features are too  onerous for nonprofit
                                                                                                     organizations and are less favorable than those offered in other government programs. Specifically,
                                                                                                     the interest rate of LIBOR plus 300  basis points is significantly higher than that offered for
                                                                                                     Paycheck Protection Program ("PPP") Loans (1.0%) and that for Economic Injury Disaster Loans
                                                                                                     (2.75%). In addition, the imposition of loan origination and service fees adds to the cost under
                                                                                                     the Nonprofit Facility. Finally, the notion that nonprofits would be faced with a 70% balloon
                                                                                                     payment at the end of the fifth year of the loan would be disastrous for many nonprofits.
                                                                                                     Nonprofits with existing loans with balloon payments are usually provided an opportunity to
                                                                                                     renegotiate such loans at prevailing market rates.
                                                                                                     Snbsp;




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                                                                                                              Comments to the  Federal  Reserve from the  Center for Non-Profit Corporations, Inc. ("Center for
                                                                                                              Non-Profits")  regarding the  proposed  Main Street Lending Program  for nonprofit organizations - 
                                                                                                              NONLF and  NOELF

                                                                                                              The Center for Non-Profits,  New Jersey's state association  for the charitable non-profit
                                                                                                              community, appreciates the  opportunity to  submit comment to  the  Federal  Reserve about the 
                                                                                                              Nonprofit Organization  Loan  Facilities. While we are grateful  to  the  Federal  Reserve for
                                                                                                              broadening access to  its Main Street lending  program  so that  non-profits  may participate, a
                                                                                                              number of  provisions  in the   Federal Reserve's  proposal -  some of which are  far more
                                                                                                              restrictive than  comparable  requirements for for­ profit  businesses -  will  put this crucial
                                                                                                              assistance out  of  reach to  many charitable organizations at a time when  our  communities  need
                                                                                                              them  more than ever.

                                                                                                              The Center for  Non-Profits  respectfully  provides the  following  recommendations to  improve the
                                                                                                              proposed  Nonprofit Organization  Loan  Programs:

                                                                                                              l.    Loan Forgiveness: The Federal  Reserve, either on  its own or  working with Congress,  must
                                                                                                              recognize the  extent to which the  public and economy  rely on the  vital services  non-profits
                                                                                                              provide to  communities  and the  economy  by creating a forgivable  loan  program.  The
                                                                                                              widespread
                                                                                                               consensus among small for-profit  businesses and  non-profits  alike is that forgivable loans are 
                                                                                                              desperately  needed  to  provide a lifeline during these perilous times.
                                                                                                              2.    SO-Employee Floor: The  Nonprofit  Organization  Loan  programs  must  be
                                                                                                              revised  to  remove
                                                                                                              the SO-employee floor.   Especially since no such floor is required for for-profit  businesses,
                                                                                                              imposing it on  non-profits arbitrarily excludes  hundreds of thousands of otherwise  potentially
                                                                                                              eligible  non-profit applicants from the  program.
                                                                                                              3.    30% Donations Cap: It is essential  that the  Federal  Reserve eliminate the  requirement
                                                                                                              that no more than  30 percent of an organization's 2019 revenues come from donations. The cap
                                                                                                              represents a lack of awareness  regarding the  way most  non-profits  operate.   Indeed, 
                                                                                                              non-profits have  been  providing services consistently throughout this crisis, often free of
                                                                                                              charge, and often despite  having had to  suspend  revenue-producing activities, or  despite
                                                                                                              delayed  or  insufficient payments from government contracts. While the  proposed  cap  may be
                                                                                                              feasible for some very large institutions, this is a revenue  model that does  not  reflect  most
                                                                                                              of the  non-profit community.   Indeed,  IRS data show that smaller and  mid-sized  organizations
                                                                                                              typically generate a larger  percentage of their  revenues from donations than  large institutions
                                                                                                              do.   For the  Main Street  program  to  be truly helpful to  the  organizations that
                                                                                                              need  it
                                                                                                              most, the  donations cap must  be removed.
                                                                                                              4.    Loan Terms: Recognizing the  unique  nature of  non-profit operations and their importance 
                                                                                                              in continuing to  provide vital services as partners on the frontlines of the  COVID-19  crisis, we
                                                                                                              urge the  Federal  Reserve to  eliminate the  liquidity and debt  ratio  provisions  in
                                                                                                              the   loan
                                                                                                              requirements. We  also recommend  lower interest  rates in  line with other  non-profit  loan
                                                                                                              programs and a seven-year amortization.
                                                                                                              5.    Revising EBITA Ratio: The 5 percent  requirement should  be reduced  to  zero, if  not
                                                                                                              eliminated.  Further,  non-profit  borrowers should  be allowed  to  provide a statement of
                                                                                                              explanation  of a deficit so  that a negative  ratio does  not mean automatic  ineligibility.
                                                                                                              Finally, clarification  is needed  on the  calculation  methodology -    in the   context
                                                                                                              of 
Main Street                                                                                                   non-profit operating budgets -    regarding  both  restricted funding from grants in annual 
Lending Program -   PIO           6/23/2020                                lczipo@njnonpr   Center for Non-   operating  budgets and capital funds for improvements.
NONLF & NOELF       (Letter)      12:00:00 AM     Czipo       Linda        ofits.org        Profits

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                                                                                                     6.   Clarifying  Employee  Retention  Requirements: The term "mission-based" should  be
                                                                                                     inserted 
                                                                                                     before "reasonable  efforts" to  tailor employee  retention  requirements to  the  realities
                                                                                                     of 
                                                                                                     non-profit  operations. The employee  retention  requirements  should  also apply  based  on
                                                                                                     employment  levels on the  date of  loan  origination. The  reasonable safe harbor  provisions  of
                                                                                                     the Paycheck  Protection  Program  Flexibility Act should  be extended  to  this loan  program.
                                                                                                     7.   Additional  Questions/Recommendations:
                                                                                                     o     Endowment:  What  resources should  be included  in endowment 
                                                                                                     calculations?  Does it include
                                                                                                      restricted  endowments?   Does it extend  to  include cash  on  hand?
                                                                                                     o     Collateral:  Flexibility on collateral  is requested. The loan  should  be available
                                                                                                     with  no
                                                                                                     more than  50  percent  Loan to  Value (LTV)  if collateral  is  needed.
                                                                                                     o     Other  Debts: The  proposal  to  restrict  paying off existing  loans
                                                                                                     should  exclude lines
                                                                                                     of credit and other debt that are assumed  to  provide financial  liquidity  related to  the impact
                                                                                                     of COVID-19.

                                                                                                     The  details of these  recommendations are  discussed  in  the   comments submitted  by
                                                                                                     the  
                                                                                                     National  Council  of  Nonprofits  . which the  Center for  Non-Profits  endorses and 
                                                                                                     incorporates  here  by reference. We  respectfully  submit that adopting these recommendations will
                                                                                                      make the  Federal  Reserve's  proposed programs  even  more  helpful  to 
                                                                                                     the   non-profits that
                                                                                                     our communities are  turning to  for  help and solutions through  this devastating  pandemic and 
                                                                                                     beyond.

                                                                                                     Thank you for  your consideration. Very truly yours.

                                                                                                     Linda  M. Czipo, President & CEO

                                                                                                      




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                                                                                                       Chamber Music America




                                                                                                       June 22, 2020
                                                                                                       Federal Reserve Board of Governors Constitution Ave. NW Samp; 20th St. NW Washington, DC 20551
                                                                                                       Emailed to: regs.comments@federalreserve.gov
                                                                                                       Subject: Main Street Lending Program -Snbsp; NONLF and NOELF
                                                                                                       RE: Comments on the Main Street Lending Program-Nonprofit Organization  Facilities To Whom It May
                                                                                                       Concern:
                                                                                                       Chamber Music America (CMA) was founded in 1977 with the mission to develop, support, and
                                                                                                       strengthen the chamber music field. CMA defines chamber music as music for small ensembles between
                                                                                                       two and ten musicians, one per part, generally without a conductor. From 34 founders to a current
                                                                                                       membership  of over 6,000 in all 50 states and Puerto Rico, CMA represents the diversity and
                                                                                                       changing character of today's chamber music community, encompassing instrumental and vocal
                                                                                                       ensembles; freelance musicians; large and small presenters; festivals; managers; and advocates.
                                                                                                       CMA is the only organization that delivers a comprehensive array of career development services and
                                                                                                       direct financial support to the small ensemble music field. CMA's initiatives promote learning,
                                                                                                       capacity-building, entrepreneurship, and equitable practices throughout the field, offering
                                                                                                       financial and information resources as well as mentorship and networking opportunities for artists
                                                                                                       and administrators to help sustain long-lasting careers and organizations.
                                                                                                       CMA appreciates the opportunity to submit comments to the Federal Reserve about the Nonprofit
                                                                                                       Organization Loan Facilities. This proposal is aimed more at transactional  nonprofits such as
                                                                                                       hospitals and institutions of higher ed than at nonprofits like CMA that have a larger reliance on
                                                                                                       contributed income to support their missions.  Indeed, many nonprofits pride themselves on offering
                                                                                                       their services at no charge. Recognizing  that their business models are different, even if both
                                                                                                       types of charities are inherently organized around a public mission, many of the financial
                                                                                                       requirements included in this proposal simply are not applicable to organizations that rely on
                                                                                                       contributions. With that in mind, CMA respectfully requests the Federal Reserve to address the
                                                                                                       concerns and proposed changes outlined below.
                                                                                                       1 .   Congress Must Act to Ensure Mid-Sized Nonprofits are Eligible for Loan Forgiveness Congress
                                                                                                       must ensure that mid-sized nonprofits have access to loan forgiveness. While it is a welcome
                                                                                                       development to see the Federal Reserve making its Main Street lending program available to some
                                                                                                       nonprofits, this assistance still falls short of what is most needed by nonprofit organizations-a
                                                                                                       provision that makes these loans forgivable.

                                                                                                       In this critical time, nonprofits have worked diligently to meet the unprecedented level of need in
                                                                                                       our country due to the COVID-19 pandemic. Even though they face many of the same economic
                                                                                                       challenges as other industries, nonprofits are maintaining programs and services to help our
                                                                                                       country survive this difficult situation. They are struggling to meet increasing demands in our
                                                                                                       communities on the frontlines, not only caring for the sick and feeding families, but in the area
                                                                                                       of nonprofit arts, providing comfort and solace through performances online that everyone can
                                                                                                       enjoy.  Furthermore, nonprofits will play an integral role as our nation recovers-providing
                                                                                                       childcare, job training, and other essential services including those pertaining to mental and
                                                                                                       emotional health.

                                                                                                       Charitable nonprofits of all sizes and focus areas are struggling to maintain mission-critical
                                                                                                       operations despite enormous economic challenges. Data released by Independent Sector shows that
                                                                                                       nonprofits with between 500 to 5,000 employees, key to scaling relief efforts across the nation,
                                                                                                       have been severely impacted by this health and economic crisis. When asked "What types of
                PIO           6/23/2020                                kwang@chamb     Chamber Music   additional assistance would be most helpful to your organization?" organizations overwhelmingly
                (Letter)      12:00:00 AM     Wang        Kathy        er-music.org    America         (92% of responses) suggested government support in the form of forgivable loans. Smaller nonprofits

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                                                                                                     throughout the country have been hit equally hard.

                                                                                                     Nonprofit organizations need funding so they can continue to meet the needs of their communities. 
                                                                                                     Many charitable organizations do not have steady streams of commercial income and have little
                                                                                                     capacity for loan and interest repayment. Furthermore, nonprofits are the third largest employment
                                                                                                     sector and many hope to hire more workers as their organizations recover. America cannot afford to
                                                                                                     leave out such a vital part of the economy.

                                                                                                     Recommendation:  Congress must recognize the vital services nonprofits provide to communities and
                                                                                                     the economy by including loan forgiveness, in the next round of COVID-19 relief legislation

                                                                                                     2.   The Fed's Proposal to Limit Loans to Mid-Size Nonprofits with Less than 30% of Revenue from
                                                                                                     Donations Disqualifies Many in Charitable Sector
                                                                                                     The Federal Reserve's criteria that organizations must have revenues from contributions that are
                                                                                                     less than 30% disqualify many charities, including the majority of CMA's member organizations.
                                                                                                     Overall, this loan facility seems more applicable to for-profit entities, as well as educational
                                                                                                     institutions and nonprofit hospitals, but not most charitable organizations. Chamber Music America,
                                                                                                     for example, received 70% of its income from contributions in FY2019.

                                                                                                     We raise money and receive donations from the public, foundations, and corporations to fund our
                                                                                                     grant programs, professional development resources, and communication initiatives for the small
                                                                                                     ensemble music community and we do not receive any revenue from direct services.  Charitable
                                                                                                     organizations play a fundamental role in strengthening civil society. Our organization provides
                                                                                                     vital services for artists, educators, administrators, and music businesses across the country and
                                                                                                     are pleased that the public believes strongly enough in our programs and services to support our
                                                                                                     efforts.

                                                                                                     Recommendation:  Eliminate the requirement that no more than 30 percent of an organization's 2019
                                                                                                     revenues come from donations, and instead make eligible 501(c)(3) organizations that otherwise meet
                                                                                                     the employee size requirement.


                                                                                                      




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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address     Affiliation                                                       Comment
                                                                                                           CALIFORNIA  COLLEGES  AND  UNIVERSITIES

                                                                                                           Kristen F. Soares, President
                                                                                                           June 22, 2020


                                                                                                           Jerome Powell, Chairman
                                                                                                           Board of Governors of the Federal Reserve System 20th Street and Constitution Avenue NW Washington,
                                                                                                           D.C. 20551

                                                                                                           Subject: Main Street Lending Program-Access by Nonprofit Organizations

                                                                                                           Dear Chairman Powell:

                                                                                                           On behalf of the Association of Independent  California Colleges and Universities (AICCU), I am
                                                                                                           submitting the following comments regarding the Main Street Lending Program (MSLP) expansion to be
                                                                                                           accessible to nonprofit organizations, including nonprofit higher education institutions, and the
                                                                                                           proposed terms and structure.

                                                                                                           AICCU is the organizational voice for 85 nonprofit higher education institutions in California.
                                                                                                           Together, our institutions serve 380,000 students, both undergraduate  and graduate.

                                                                                                           Institutions of higher education, often the largest or one of the largest employers in their local
                                                                                                           communities, are facing a major cash flow crisis in light of the reduced revenue and increased
                                                                                                           expenses due to the COVID-19 pandemic. Additionally, as institutions prepare for the safe return of
                                                                                                           students and faculty for the Fall term, they will undoubtedly face additional costs to ensure a
                                                                                                           safe learning environment  which will include, among other things, sufficient PPE for students and
                                                                                                           staff, campus COVID-19 cleaning, testing and tracking tools, and efforts to de-density campus
                                                                                                           housing and learning facilities.

                                                                                                           We appreciate the Federal Reserve's effort to expand the MSLP to allow the participation by
                                                                                                           nonprofit organizations. As you seek to finalize its terms and structure, we offer the following
                                                                                                           comments to help ensure that all California nonprofit colleges and universities can access this
                                                                                                           important program:

                                                                                                           •  &nbsp,  We ask that all nonprofits colleges and universities, regardless of the number of employees,
                                                                                                           be made eligible for these loans, given the importance and direct and indirect economic impact of
                                                                                                           these institutions to their communities and regions. Further, hospital systems affiliated with
                                                                                                           universities should not be aggregated with universities for the purposes of any size cap. Both
                                                                                                           universities and their affiliated hospitals should separately be eligible to apply for funding.

                                                                                                           •     We ask that the $3 billion endowment threshold be removed as a condition of eligibility. An
                                                                                                           endowment is not a single fund that can be used for any purpose like a checking or savings account.
                                                                                                           Rather, it is a collection of often thousands of gift funds designated for specific purposes
                                                                                                           ranging from endowed faculty positions to scholarships, both in the present and the future.
                                                                                                           Endowments are not accessible as rainy day funds and are ill-suited to patch emergency funding
                                                                                                           needs.

                                                                                                           •     We continue to ask that student workers be exempted for the purposes of the employee
Main Street                                                                                                threshold for eligibility. Our institutions employ student workers across campus as a part of their
Lending Program -                                                                                          overall financial support to help pay for college and provide students with work experiences while keeping them close
NONLF and           PIO           6/23/2020                                thomas.vu@aic                   to campus for the purposes of their education. With the majority of our campuses closed for the
NOELF               (Letter)      12:00:00 AM     Vu          Thomas       cu.edu          AICCU           Spring and Summer terms and have transitioned to online learning, all or most of these student

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                                                                                                           employees have left campuses, and therefore should not be included for the purposes of the employee
                                                                                                           threshold.

                                                                                                           •     We believe the terms in the MSLP nonprofit program should reflect the unique nature of
                                                                                                           nonprofit organizations, particularly nonprofit higher education. The program should offer longer
                                                                                                           deferments and repayment terms than what is currently included in the proposed term sheet. For
                                                                                                           example, for colleges and universities, any enrollment declines at the start of the Fall term will
                                                                                                           affect our institutions for at  least an additional four years as that smaller cohort advances
                                                                                                           through their degree programs. A longer repayment period (at least six to eight years), as well as
                                                                                                           a longer deferment period (two years or longer), will help to ensure nonprofits are on better
                                                                                                           financial standing to make payments on these loans.

                                                                                                           •     We believe the interest rate on the MSLP nonprofit loans should be below the rate for the
                                                                                                           MSLP business loans, currently set at an adjustable rate of LIBOR plus 3 percent. Nonprofit
                                                                                                           organizations seek to serve their respective missions while remaining solvent, compared to
                                                                                                           for-profit entities which work to maximize net revenues. Rather than LIBOR plus 3 percent, we
                                                                                                           propose that the margin be set above LIBOR at a lower level, ideally at a level sufficient to cover
                                                                                                           the costs of the program without generating a net gain for the Federal Reserve. An attractive and
                                                                                                           competitive interest rate will help colleges and universities access this important program and
                                                                                                           allow our institutions to manage their higher costs, lost revenue, avoid large-scale employee
                                                                                                           furloughs, and continue to play an essential role in their communities'  long-term economic
                                                                                                           recovery.

                                                                                                           It is vital to provide this access to low-interest loans to nonprofit colleges and universities
                                                                                                           financially devastated by the pandemic and struggling to continue to educate and assist students
                                                                                                           and employ faculty and staff. Thank you for the consideration and we look forward to working with
                                                                                                           you on this and other important loan programs as the Federal Reserve responds to the COVID-19
                                                                                                           crisis.

                                                                                                            




                                                                                                           June 22, 2020

                                                                                                           The Honorable Jerome Powell Chairman
                                                                                                           Board of Governors of the Federal Reserve System 20th Street and Constitution Avenue N.W.
                                                                                                           Washington, D.C. 20551

                                                                                                           Dear Chairman Powell:

                                                                                                           My organization, the Community Development Bankers Association (CDBA), is the  national trade
                                                                                                           association for  banks that are Community Development Financial Institutions (CDFis). We are the
                                                                                                           voice and champion of banks with a mission of serving distressed and underserved communities. Our
                                                                                                           membership is comprised of banks that are mission focused and designated by the  U.S. Treasury
                                                                                                           Department as CDFis.  Our members serve distressed and disenfranchised rural communities and high
                                                                                                           poverty urban neighborhoods. In total, the US Treasury has certified 147 CDFI banks and 104 CDFI
                                                                                                           bank holding companies throughout the United States that serve distressed urban, rural, and Native
                                                                                                           American communities.
Main Street                                                                                Community
Lending Program -                                                                          Development     We respectfully submit comments and recommendations on the proposed expansion of liquidity
NONLF and           PIO           6/23/2020                                blakeb@pcgloa   Bankers         facilities to nonprofit entities released by the  Board of Governors on June 15, 2020. We sincerely
NOELF               (Letter)      12:00:00 AM     Blake       Brian        nfund.org       Association     appreciate and commend the agency's leadership in responding to the COVID-induced economic crisis

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                         Comment
                                                                                                     faced by communities across our nation and beyond. We commend the agency for  its willingness to
                                                                                                     step in to help financial institutions meet the credit needs of nonprofits during the crisis, as
                                                                                                     well as manage the resultant liquidity and credit risk that will undoubtedly emerge in the coming
                                                                                                     months.

                                                                                                     We believe the proposed facilities are a good start, but refinement is needed. Above all, we
                                                                                                     believe these facilities must position the smaller nonprofits that comprise the great majority of
                                                                                                     the sector and are part of America's "Main Street," for long-term recovery.

                                                                                                     Unfortunately, the current facility as proposed does not  adequately consider the needs of the
                                                                                                     great majority of nonprofits. This is primarily because most nonprofits (at least 66% and perhaps
                                                                                                     as high as 90%) are too  small to  benefit from the program as currently proposed, or the criteria
                                                                                                     are too burdensome. Therefore, most will be excluded from the program based on some combination of
                                                                                                     the following:

                                                                                                     •     Not qualifying for or not needing the minimum loan size of $250,000
                                                                                                     •      Not meeting the minimum 50 employee threshold
                                                                                                     •      Not having five years of operations
                                                                                                     •      Ineligibility due to the donation cap of 30% of revenue

                                                                                                     This would be a terrible shame. The largest cause/issue area for  nonprofits is overwhelmingly
                                                                                                     health and human services, a category that covers cause areas such as mental health, diseases and
                                                                                                     disorders, food and nutrition, housing and shelter, and services provided for humans (low-income
                                                                                                     families, youth, immigrants, and more). 1 These are precisely those organizations most likely to
                                                                                                     respond to the needs of the  low- or moderate income communities served by CDFI banks, and they are
                                                                                                     also the  organizations least likely to benefit from the liquidity facilities as they are currently
                                                                                                     designed.

                                                                                                     The greatest challenge for nonprofits seeking to  access this program will be size. As recently as
                                                                                                     2017, Guidestar, a widely used information service specializing in U.S. nonprofit companies,
                                                                                                     reported that 66% of nonprofits had annual expenses of $1 million or less. Even the  next largest
                                                                                                     category, representing approximately 30%, encompasses organizations with up to $5 million in
                                                                                                     expenses. 2 Therefore, over 90% of nonprofits have $5 million or less of expenses. Since most
                                                                                                     nonprofits operate at some approximation of "break-even" -  a $250,000 loan representing a quarter
                                                                                                     or more of annual budget would be
                                                                                                     unjustifiable, and worse, useless.

                                                                                                     Further, these organizations are extremely unlikely to approach the 50 employee minimum threshold.
                                                                                                     A common (although not-universal) rule of thumb for grant-making foundations to evaluate nonprofits
                                                                                                     is whether the nonprofit maintains a 20/80 ratio of operating expenses/ program expenses. For a
                                                                                                     nonprofit with expenses of $1 million, (representing the highest end of the most populated
                                                                                                     category), this would leave just $200,000 for operations, including compensation. These numbers
                                                                                                     clearly demonstrate that the great majority of nonprofits are grassroots organizations relying on
                                                                                                     the inherent goodness of volunteers and employees who accept curtailed salaries to  accomplish
                                                                                                     their mission. While we agree that a basic level of professionalization is required to establish a
                                                                                                     nonprofit as "bankable," the economics of operating nonprofits exclude a minimum employee number
                                                                                                     greater than five, and possibly three.

                                                                                                     Further, the requirement for a minimum of five years of operations is also unduly burdensome.
                                                                                                     Nonprofits must be nimble, and are required to respond to the quickly evolving needs of low- and
                                                                                                     moderate income communities. The five year requirement is an excessive burden that would exclude
                                                                                                     many groups that have been established to meet acute emerging needs while also demonstrating a
                                                                                                     baseline of otherwise sustainable operations. It is also a burden in comparison to similarly sized

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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address        Affiliation                                                                        Comment
                                                                                                               small for-profit businesses, which are often able to access bank financing through SBA programs
                                                                                                               with as little as three, and sometimes two  years of operations. Nonprofits should be accorded the
                                                                                                               same consideration as small business, especially in these circumstances.

                                                                                                               The proposed cap on the  portion of revenues derived from donations also requires significant
                                                                                                               revision. Nonprofit revenue models vary significantly. Some sectors -  such as human service
                                                                                                               nonprofits -  may  rely heavily on grants and donations. These organizations are critically
                                                                                                               important to meeting the needs  of low-income and vulnerable populations and often experience
                                                                                                               increased service demand during economic downturns. Many of our members know how to prudently lend
                                                                                                               to nonprofits and do NOT use arbitrary caps on the  source of revenue as is proposed in the Federal
                                                                                                               Reserve's Main Street term sheet. To effectively underwrite a nonprofit, a lender needs to evaluate
                                                                                                               the CONSISTENCY of every revenue source -  both earned revenue and grant revenue. The historic
                                                                                                               consistency of revenue sources is the  best indicator of future revenue -  versus whether or not
                                                                                                               the source is a donation or a grant. A 30% cap on



                                                                                                               donation revenue would be capricious and damage a great number of nonprofits that would otherwise
                                                                                                               be able to service an appropriately structured loan. Lenders should have the  discretion to
                                                                                                               underwrite nonprofits' ability to repay based on historic revenues without being hampered by an
                                                                                                               arbitrary cap on revenue type.
                                                                                                               We also strongly urge the Federal Reserve to  set a fixed rate for the term of the loan at 3.5%,
                                                                                                               or,  if pegging to  LIBOR is essential, capping the  LIBOR peg at 50 bps, plus 3% (at the time of
                                                                                                               writing 6 month LIBOR is 43 bps). During a time of economic instability, fixed rate financing is
                                                                                                               the  most effective tool for nonprofits to manage uncertainty.
                                                                                                               GENERAL RECOMMENDATIONS;
                                                                                                               In summary, given the unique and acute needs of LMI communities, we strongly urge the Federal
                                                                                                               Reserve to  set lower thresholds so that lenders, particularly CDFis, may better serve the 
                                                                                                               nonprofit sector:
                                                                                                               •     Set a minimum loan amount of $25,000
                                                                                                               •     Set a minimum employee amount at five, with a clear distinction for full-time vs. part-time
                                                                                                               (e.g. two  full-time, and three part-time), with exceptions for well-established organizations with
                                                                                                               as few  as three employees
                                                                                                               •     Set the  minimum years of operation at three
                                                                                                               •     Eliminate the 30% donations revenue cap and allow lenders to underwrite based on the 
                                                                                                               historic sustainability of all sources of nonprofits revenue
                                                                                                               •     Fix the  interest rate at 3.5% or cap it at a LIBOR pegged equivalent
                                                                                                               We thank you for the opportunity to comment. We sincerely appreciate the agency's leadership in
                                                                                                               providing tools to the financial services sector to respond to the economic crisis and to 
                                                                                                               stabilize our local communities.

                                                                                                               If you have any questions or comments about this letter, please contact me directly on my cell at
                                                                                                               (202) 207-8728, or  jacokesj@pcgloanfun d.org. If I am temporarily unavailable, you may also
                                                                                                               contact Brian Blake at (646) 283-7929 or blakeb@pcgloanfund.org .
                                                                                                               Sincerely,


                                                                                                               Jeannine Jacokes  Chief Executive Officer



Main Street                                                                                                    comments are attached.
Lending Program -   PIO           6/23/2020                                ilevinson@allia   Alliance for       
NONLF & NOELF       (Letter)      12:00:00 AM     Levinson    Ilana        nce1 .org         Strong Families
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   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name    Email Address      Affiliation                                                                      Comment
                                                                                              and
                                                                                              Communities
                                                                             james.robinson
                      PIO (Email    6/23/2020                                @chemicalban                       It would be helpful to understand more about the rationale of the requirement that donations cannot exceed 30% of total revenue.
General Inquiry       from Web)     12:00:00 AM     Robinson    Jim          k.com            Chemical Bank
                                                                                                                FOR YOUTH DEVELOPMENT ® FOR HEALTHY LIVING
                                                                                                                FOR SOCIAL RESPONSIBILITY

                                                                                                                RE:  Comments  on the "Draftfor Public Consultation" - Mainstreet  Lending  Program  for
                                                                                                                Nonprofits

                                                                                                                To Whom It  May Concern:

                                                                                                                The Alliance  of New York State YMCAs  (the Alliance)  is respectfully  submitting  these comments
                                                                                                                in response to  Federal  Reserve  Board's announcement  on June 15,  2020 seeking  public
                                                                                                                feedback 
                                                                                                                on the  proposal to expand  its Main Street Lending  Program  for nonprofit  organizations. We
                                                                                                                appreciate  the  Federal  Reserve  Board  for making  this program  available to 
                                                                                                                nonprofits 
                                                                                                                amidst COVID-19  and the  opportunity  to submit  our comments. In  your deliberations  over the 
                                                                                                                next few weeks, we ask that you consider the  following  concerns to  improve the program  and make
                                                                                                                it  truly accessible  to  nonprofit  organizations, like the YMCA.

                                                                                                                The Alliance is a nonprofit organization that represents  the  interests of all 37 independently 
                                                                                                                incorporated  YMCAs across  New York State and its  135+ branches  and facilities. The Alliance
                                                                                                                advocates  for and educates  New Yorkers on the  Y's mission to promote youth development,  healthy
                                                                                                                living, and social responsibility.

                                                                                                                Despite the  mandated  facility closures  by Governor Cuomo, YMCAs across the  state have continued
                                                                                                                 to  provide essential  services for their community.  For example, the YMCA has offered emergency 
                                                                                                                childcare at more than 1,100 locations  for families  of medical  personnel, essential employees, 
                                                                                                                and first responders  nationwide.  Additionally, the Y has provided  free grab-and-go  meals to 
                                                                                                                feed children  and families who typically access USDA breakfasts and lunch at school. It  is clear
                                                                                                                that communities  of all sizes depend  on their charitable nonprofits  to a far greater degree
                                                                                                                during response and relief phases, especially COVID-19.  This reliance will only grow during the
                                                                                                                economic
                                                                                                                recovery period that lies ahead.

                                                                                                                The Alliance  asks that you consider the  following  recommendations to expand the  Main Street
                                                                                                                Lending  Program  for nonprofit  organizations:

                                                                                                                1 ,  Congress must act to ensure mid-sized nonprofits are eligible for loan forgiveness.
                                                                                                                Congress must ensure that mid-sized  nonprofits have access to  loan forgiveness.  While it  is a
Main Street                                                                                   Alliance of New   welcome  development  to  see the  Federal  Reserve making  its Main Street lending
Lending Program -     PIO           6/23/2020                                bheckler@ymc     York State         
NONLF & NOELF         (Letter)      12:00:00 AM     Heckler     Belinda      anys.org         YMCAs
Staff Group - Main
Street Lending                                                                                                  The thresholds in this plan (< 15,000 EEs or < $5.0 bil. revenue) exclude virtually no companies. And that hardly comprises
Program - Nonprofit                                                          Personal Email                     "mainstreet" by any definition of the word. Those threshold should be 90% lower as they only exclude one out of 10,000
Organization          PIO (Email    6/24/2020                                Address
                                                                                                                businesses.
Facilities            from Web)     12:00:00 AM     Duell       §ary




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                                                                                                             I work for a nonprofit and was excited to learn that this program may be extended to nonprofits. However, when I read the requirements, I
                                                                                                             noticed that the nonprofit would only be eligible if their endowment was under $3 Million.

                                                                                                             Our museum and aquarium (120 employees) will lose 2.2 Million in 2020 based on Coronavirus impact (ten week closure, lower capacity of
                                                                                                             guests upon opening, high expenses based on the need to continue to care and feed over 2,000 fish/animals.

                                                                                                             Without an opportunity for a loan like this, we will be forced to reduce staff, and our care and feeding will be difficult to sustain. I understand
                                                                                                             that we are unique to many other organizations, but museums, zoos and aquariums have suffered tremendously during the coronavirus impact,
                                                                                                             and are desperately seeking additional loans/funding. The issue we specifically face is that as an aquarium, closing for ten weeks provides us
                                                                                                             with zero revenue yet expenses are not substantially reduced (care/utilities/facilities/large essential staff).

                                                                                                             A loan like this for nonprofits would provide an ability to financially sustain ourselves until things are back to normal. Our current attendance is
                                                                                                             approximately 50% of previous years which is not enough to pay our expenses.

                                                                                                             An endowment is a benefit to nonprofits, but typically does not generate enough money from the annual payout. A 3M endowment's
                                                                                                             annual payout is approximately $135,000 (4.5% payout). Our endowment is $6 Million, and we receive approximately $270,000 from our
                                                                                                             annual payout. This does not provide the resources need to help us sustain and survive the revenue loss we will see in 2020. This Main Street
                                                                                                             Loan could be the life saver for us and other nonprofits "if" the endowment cap was removed, or put to a much higher level (at a
                                                                                                             minimum, I would recommend $10 Million.

                                                                                                             We did get PPP which allowed us to keep our full time staff on payroll for eight weeks. That has now ended, and without relief such as the Main
                                                                                                             Street Loan Program, we will need to reduce staff. Please consider removing or greatly increasing the cap.

                                                                                                             I would be happy to provide more details if needed.

                                                                                                             Thank you,
Staff Group - Main                                                                           National        Kurt Strand
Street Lending                                                                               Mississippi     President and CEO
Program - Nonprofit                                                                          River Museum    National Mississippi River Museum & Aquarium
Organization          PIO (Email    6/24/2020                                kstrand@river   &           Dubuque IA 52001
Facilities            from Web)     12:00:00 AM     Strand      Kurt         museum.com      Aquarium




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    Event Title /
    Description      Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                   Comment
                                                                                                             June 21,2020

                                                                                                             Board of Governors of the  Federal Reserve System 20th Street and Constitution Avenue N.W.
                                                                                                             Washington  D.C., 20557
                                                                                                             RE: Main Street Lending Program -  NONLF and  NOELF 

                                                                                                             Dear Board of Governors:

                                                                                                             On behalf of the 7.4 million members of the National Association  of REALTORS® (NAR), I write to
                                                                                                             provide comments to the Board of Governors of the  Federal Reserve System  (Board) on  its proposal
                                                                                                             to expand the  Main Street Lending Program to provide access to  credit for nonprofit
                                                                                                             organizations. We appreciate the Board's solicitation of comments on the expansion of the  Main
                                                                                                             Street Lending Program to nonprofit organizations and hope that our comments will be used by the 
                                                                                                             Board in finalizing the term sheets to  make the program available to  more types of nonprofit
                                                                                                             entities and to modify some of the  existing minimum requirements that may prevent broad
                                                                                                             participation by nonprofits as a practical matter.

                                                                                                             NAR strongly agrees with Chairman Powell's assessment that "Nonprofit organizations are critical
                                                                                                             parts of our economy, employing millions of people, providing essential services to  communities,
                                                                                                             and supporting innovation and the development  of a highly skilled workforce." Many types of
                                                                                                             nonprofit organizations can play a vital role in the  economic recovery following the COVID-79
                                                                                                             crisis, but  until now all nonprofits have been left out of the relief options provided to
                                                                                                             businesses. In order for them to assist in rebuilding, they need to survive the  crisis themselves.
                                                                                                             As currently proposed, the  term sheets for nonprofit participation in the Main Street Lending
                                                                                                             Program unduly limits the scope of the  program to nonprofits that areexempt from taxation under
                                                                                                             Sections 50l(c)(3)  or 50l(c)(l9) of the  Internal Revenue Cod e.7  As discussed further  below, we
                                                                                                             recommend the Board permit nonprofits described in Section 501(c)(6) of the  Internal Revenue Code
                                                                                                             to also participate in the program.

                                                                                                             7  Section 507(c)(3) describes organizations such as those operated exclusively for religious,
                                                                                                             charitable, scientific, testing for public safety, literary, or educational purposes. Section
                                                                                                             507(c)(79)  describes organizations of past or present members of the  U.S. Armed Forces, including
                                                                                                             foundations to support these individuals. The requirements for the exemption established by section
                                                                                                             507(c)(79)  are explained in detail at 26 C.F.R §S0l(c)-79.

                                                                                                             The Federal Reserve has not  publicly elaborated on why the Main Street loan programs will be
                                                                                                             limited to only these two  types of nonprofit organizations. The Board should reconsider this
                                                                                                             limitation and expand applicability of the Main Street Lending Program to include Section 501(c)(6)
                                                                                                             organizations that support business operations  in the U.S., including many small businesses and 
                                                                                                             independent contractors. This extension would cover nonprofit organizations such as business
                                                                                                             leagues, chambers of commerce, real-estate boards, and  boards oft rad e.2  Section 50l(c)(6) 
                                                                                                             organizations provide critical services to  support American businesses and  are vital components
                                                                                                             to the economic  recovery. Under applicable IRS regulations, the  primary purpose of a Section
                                                                                                             50l(c)(6)  organization must be the improvement  of business conditions for one or more lines of
                                                                                                             business, and  not  the  performance of services for in divid uals.3
                                                                                                             In order for an organization to qualify for the tax exemption under Section 501(c)(6), the  aim  of
                                                                                                             the  organization must be to improve conditions of a particular trade or the interests of the
                                                                                                             community. For example, promoting higher business standards and better business methods,
                                                                                                             encouraging  uniformity and cooperation, educating the public on the business product or service,
Main Street
Lending Program                                                                                              or compiling useful statistical inform at io n.4  Under the  current economic conditions, these
for Nonprofit                                                                               National         organizations have taken on entirely new roles to support and promote businesses to ensure
Facilities - NONLF   PIO           6/24/2020                                cdesanctis@na   Association of   sustainability and the livelihood of workers while the challenges posed by the  ongoing pandemic 
& NOELF              (Letter)      12:00:00 AM     DeSanctis   Christie     r.realtor       Realtors         continue to stall overall growth and economic  recovery.

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                       Comment
                                                                                                     Organizations qualified for a Section 501(c)(6) exemption often provide technical assistance and 
                                                                                                     marketing platforms that make it possible for businesses to  operate more efficiently throughout
                                                                                                     economic cycles. They help small business owners navigate the  regulatory burdens posed by federal,
                                                                                                     state, and local governments, while also promoting access to  government programs, such as the 
                                                                                                     Main Street program, offering financial support during unprecedented and unforeseen challenges such
                                                                                                     as the  current national emergency.

                                                                                                     For example, state and local real estate associations provide critically important services for 
                                                                                                     designated members (REALTORS®), residential and commercial homebuyers and sellers, and  the 
                                                                                                     broader real estate industry, in support of the entire real estate market. Such services include
                                                                                                     the establishment of a code of ethics and enforceable professional standards to enhance public
                                                                                                     confidence in the 7.4 million real estate professionals, who are REALTORS®, and  ensure safe and 
                                                                                                     timely sales transactions. Real estate associations are also a source of key industry data and
                                                                                                     statistics, highlighting trends to inform all segments of the real estate market, such as banks,
                                                                                                     other lenders, appraisers, business owners, home builders, civic planners, and federal, state, and
                                                                                                     local  government officials, among others. Moreover, local real estate associations are often
                                                                                                     responsible for the establishment  of local "multiple listing services" that greatly assist
                                                                                                     REALTORS®  and  other real estate professionals in providing comprehensives services to  consumers,
                                                                                                     help create a broader and  more active competitive market for real estate sales, and  provide a
                                                                                                     medium through which real estate may be efficiently marketed. The establishment  and maintenance of
                                                                                                     multiple listing services are a critical component of the nation's housing marketplace, and may
                                                                                                     themselves  benefit from the Main Street Lending Program. These and  other services performed by
                                                                                                     state and local real estate associations demonstrate the importance of these organizations, and why
                                                                                                     it is significantly important for the Main Street Lending Program to be open to these entities.
                                                                                                     As noted above, the  Board has not explained its determination to omit Section 501(c)(6) entities
                                                                                                     from the program, while allowing Section 50l(c)(l9)  organizations to participate. We fully support
                                                                                                     the inclusion of veterans' organizations as potential borrowers, but  believe business
                                                                                                     organizations, such as state and local real estate associations, should also be included in the
                                                                                                     program since these organizations provide services that support the housing markets that directly
                                                                                                     and indirectly impact millions of jobs.

                                                                                                     The Paycheck Protection Program ("PPP") is only available to two  types of tax-exempt
                                                                                                     organizations: those described in Section 50l(c)(3)  and  Section 501 (c)(l 9).5    However, the 
                                                                                                     Main Street Lending Program is not  limited to these two  categories of nonprofits, and the
                                                                                                     provisions in the  PPP are not  binding upon the Federal Reserve Board's Main Street program.
                                                                                                     Any concern that Section 501(c)(6) entities may engage in political advocacy is misplaced. Section
                                                                                                     501(c)(3) provides that "no substantial part" of the activities of the organization may consist of
                                                                                                     "carrying on propaganda, or
                                                                                                     2  Section 507(c)(6) includes professional football leagues. We are making no recommendation on
                                                                                                     whether such leagues should be allowed to participate in the program and note that the term sheets
                                                                                                     may exclude certain entities while allowing other Section 507(c)(6)  organizations to obtain Main
                                                                                                     Street loans.

                                                                                                     3  26 C.F.R. §507(c)(6)-7. To be exempt as a business league, an organization's activities must be
                                                                                                     devoted to improving business conditions of one or more lines of business (as distinguished from performing  particular  services
                                                                                                     for  individual
                                                                                                     persons). It must be shown that the conditions of a particular trade or the interests of the
                                                                                                     community will be advanced.
                                                                                                     4 
                                                                                                     https://www.irs.gov/charities-non-profits/other-non-profits/examples-of-common-business-interests.
                                                                                                     5  CARES Act  §7702.

                                                                                                     otherwise attempting to influence legislation," and the  organization may not participate in any

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                           Comment
                                                                                                     political campaign for any candidate for public office. However, many organizations covered by
                                                                                                     section 507( c)(3) 6  are explicitly allowed to make lobbying expenditures, up to prescribed
                                                                                                     limits, without losing their status as a tax­ exempt org an izat io n.7  Thus, many section
                                                                                                     507(c)(3) entities are allowed to engage in political activities, including educating voters,
                                                                                                     subject to caps. Therefore, limiting participation to Section 507(c)(3) entities does not  preclude
                                                                                                     participating organizations from also exercising their rights to advocate for legislative positions
                                                                                                     or candidates.
                                                                                                     Furthermore, if political activity is, in  fact, the  basis for the  Board's determination not to
                                                                                                     include Section 507(c)(6) entities, the term sheets could limit such activities to the same extent
                                                                                                     as they are limited for Section 507(c)(3) organizations. Thus, these business organizations could
                                                                                                     be eligible if they conform political spending to the caps permitted for Section 507(c)(3)
                                                                                                     charitable organizations, at least while the Main Street loan is outstanding.
                                                                                                     If the Board decides to permit access to  Main Street loan programs for Section 507 (c)(6)
                                                                                                     organizations, there are other provisions in the  term sheets that will need to  be adjusted. The
                                                                                                     term sheets limit applicants to those tax­ exempt organizations with at least 50 employees. The
                                                                                                     minimum employee requirement appears to  be in furtherance of the goal to provide funding to large
                                                                                                     tax-exempt organizations so that they can retain employees, and perhaps as a proxy for the size and
                                                                                                      scope of the  activities of the organization. However, the  number of employees is not  a relevant
                                                                                                     criterion for Section 507(c)(6)  organizations. These organizations typically have a smaller number
                                                                                                     of employees but  provide services and  assistance to  a large number of member companies. The fact
                                                                                                     that a Section 507(c)(6) entity may have fewer than 50 employees does not  relate to the impact
                                                                                                     this organization  may have on employment. In other words, the services provided by a Section
                                                                                                     507(c)(6)  organization can directly impact the survivability of tens or hundreds of member
                                                                                                     companies, employing hundreds or thousands of individuals. The number of employees of the 
                                                                                                     tax-exempt entity is simply not a good proxy for the importance of the organization in enhancing
                                                                                                     business success and  thereby retaining a large number  of employees.
                                                                                                     Another factor that may need to be adjusted is the  requirement that 2079 revenues from donations
                                                                                                     are less than 30 percent of total 2079 revenue. It is not  clear why  this limitation is included
                                                                                                     in the term sheets, and  more importantly, it is not clear if the  term "donations" includes dues
                                                                                                     paid by member companies. Section 507(c)(6) companies are primarily funded through dues paid by
                                                                                                     member companies. If dues are considered to be voluntary donations, many Section 507(c)(6) will be
                                                                                                     excluded, notwithstanding the value they provide to our economy.
                                                                                                     Several other factors also may  be problematic: (i) the   organization  must have a ratio of
                                                                                                     adjusted 2079 earnings before interest, depreciation, and amortization ("EBIDA")  to  unrestricted
                                                                                                     2079 operating revenue, greater than or equal to 5 percent; (ii) the  organization must have liquid
                                                                                                     assets at the  time of loan origination that is sufficient to meet 90 days of usual daily expenses;
                                                                                                     and  (iii) the  organization must have cash and  investments that exceed 65 percent of outstanding
                                                                                                     loans and available lines of credit.
                                                                                                     While these terms may be appropriate for larger organizations, many of the Section 507(c)(3) and 
                                                                                                     Section 507(c)(6) organizations are smaller entities that may operate on a "break even" budget. For
                                                                                                     example, a business league may receive all dues income at the beginning of their fiscal year, and 
                                                                                                     plan on spending down that income by the end of their fiscal year, receiving new revenue at the 
                                                                                                     beginning of their next funding cycle. This organization will thus have more than 90 days of liquid
                                                                                                     assets until the fourth quarter of their fiscal year, but  not  meet the liquidity test for the
                                                                                                     final three months. However, the  term sheet would prohibit this organization from obtaining a loan
                                                                                                     during the fourth quarter of their fiscal year, but  not  during the remainder  of the year. This
                                                                                                     makes little sense, especially in the  context of nonprofit entities that aredues funded.
                                                                                                     The requirements based on a minimum ratio of earnings to operating reven  ue 8  and  the  minimum
                                                                                                     ratio of cash and investments to outstanding loans and available lines of credit may be appropriate
                                                                                                     for very large non-profit corporations and for-profit entities. But again, these have little
                                                                                                     relevance in the  case of smaller business leagues that aredues-based organizations and that do not
                                                                                                     engage in commercial for-profit activities. We strongly urge that the Board consider the  nature of
                                                                                                     Section 507(c)(6)  organizations and make appropriate adjustments to borrower requirements to take

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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address     Affiliation                                                                    Comment
                                                                                                           into account their business models.


                                                                                                           6  Organizations allowed to make lobbying expenditures include educational nonprofits, agricultural
                                                                                                           organizations, hospitals and medical research fa ci lities.
                                                                                                           7  See Section 507(h) of the  Internal Revenue Code. The limits are established by regulation at 26
                                                                                                           C.F.R. §§  S0l(h)-7 et.  -
                                                                                                           8    A footnote explains that operating revenue includes revenue from endowments in the case of
                                                                                                           charitable organizations. The definition of operating revenue for a Section 507(c)(6) organization
                                                                                                           may also have to be adjusted to consider their typical revenue sources.

                                                                                                           In conclusion, the  current term sheets permitting Section 50l(c)(3)  and  Section 50l(c)(l9)
                                                                                                           organizations to access the  Main Street lending programs should be enlarged to include Section
                                                                                                           501(c)(6) entities. These business organizations play a vital role in sustaining their business
                                                                                                           members, educating the public about business products and services, and  providing an important
                                                                                                           support during difficult economic times. While many of these organizations are not  large, their
                                                                                                           services are felt broadly, and they can assist an entire industry. In particular, state and local
                                                                                                           real estate associations  provide critical services to thousands of real estate professionals, and
                                                                                                           reducing costs for millions of consumers through their services, and  enhancing the overall real
                                                                                                           estate economy. According to research by the  National Association of REALTORS®, every home sale
                                                                                                           generates roughly $85,000, in economic activity and every two  home sales supports one job.
                                                                                                           Nationally, real estate activity accounts for nearly 20 percent of GDPand has been a driver of
                                                                                                           nearly every economic expansion of the  20th century. The support of state and local real estate
                                                                                                           associations will therefore be particularly important in the coming months, and their services will
                                                                                                           be more crucial than ever for their member  businesses and  the  communities they serve.
                                                                                                           The importance of 50l(c)(6)  organizations should not be overlooked by the  Board, and to the 
                                                                                                           extent they require support, they should have access to  the  Main Street Lending Program. In
                                                                                                           addition, the term sheets should recognize the structure of Section 501(c)(6) entities, and
                                                                                                           modifications in required terms and conditions should be made to ensure that these organizations
                                                                                                           can participate in the loan programs as a practical matter.
                                                                                                           If you have any questions, please contact me or Vice President of Federal Policy and Industry
                                                                                                           Relations, Joe Ventrone, at 202-383-7095 or JVentrone@NAR.REALTOR.
                                                                                                           Sincerely,

                                                                                                           Vince Malta
                                                                                                           2020 President, National Association  of REALTORS®

                                                                                                            

                                                                                                           June 19, 2020

                                                                                                           Board of Governors of the Federal Reserve System 20th Street & Constitution Avenue, N.W.
                                                                                                           Washington, DC 20551

                                                                                                           Dear Federal Reserve Board of Governors:

                                                                                                           Founded in 1896, the Independent Insurance Agents & Brokers of America (IIABA or the Big "l") is
                                                                                                           the nation's oldest and largest association of independent insurance agents and brokers,
                                                                                                           representing more than 25,000 agency locations, 50 state associations and numerous city/county
                                                                                                           associations under the Trusted Choice brand. Trusted Choice independent agents offer consumers all
                                                                                                           types of insurance-property, casualty, life, health, employee benefit plans and retirement
Main Street                                                                                                products-from a variety of insurance companies.
Lending Program -   PIO           6/24/2020                                wyatt. stewart@
NONLF & NOELF       (Letter)      12:00:00 AM     Wyatt       Stuart       iiaba.net                       We write to urge you to include Internal Revenue Code Section (Section) 501(c)(6) organizations,
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                                                                                                     such as trade and professional associations, in the Federal Reserve's Main Street Lending Program.
                                                                                                     These important organizations have not been included in the Paycheck Protection Program or similar
                                                                                                     Small Business Administration loan expansions.

                                                                                                     The Big "l" is extremely grateful the Administration and Congress took swift action to help
                                                                                                     businesses, nonprofits and millions of Americans withstand the coronavirus pandemic, which
                                                                                                     jeopardizes our collective livelihood, welfare and safety. Provisions within the Coronavirus Aid,
                                                                                                      Relief and Economic Security (CARES) Act are providing vital support to help stabilize our economy
                                                                                                     and keep Americans safe. We are especially thankful significant relief is provided to our small
                                                                                                     business members and their clients through the Paycheck Protection Program (CARES Act; Section
                                                                                                      1102) and the employer payroll tax deferment (Section 2302), among others.

                                                                                                     The CARES Act does not, however, provide sufficient and critically needed emergency funds to trade
                                                                                                     and professional associations in desperate need of support. Section 501(c)(6) organizations can
                                                                                                     indeed access certain aid through an employee retention tax credit (Section 2301), and the Small
                                                                                                     Business Administration is accepting applications from 501(c)(6) organizations for expanded
                                                                                                     Economic Injury Disaster Loans (EIDL; Section 1110). While helpful, it will be challenging for
                                                                                                     members of our community to qualify for aid - particularly through Section 2301- and secure the
                                                                                                     funds they need to avoid financial distress and in some cases bankruptcy. Moreover, statutory
                                                                                                     language for EIDLs is unclear in exactly how it treats associations.

                                                                                                     Trade associations across the country, including the Big "l", play an important role to train
                                                                                                     America's workforce, create industry and professional standards, and disseminate essential
                                                                                                     information and resources to people in need -  particularly during times of crisis. However,
                                                                                                     associations now face unprecedented financial losses from event cancellations and other
                                                                                                     programmatic losses. Without support, Section 501(c)(6) organizations will be unable to continue to
                                                                                                     provide the important services on which so many rely.

                                                                                                     According to the Professional Convention Management Association, conferences and events account for
                                                                                                     roughly 35 percent of total annual revenue for associations. And according to a recent survey
                                                                                                     conducted by the American Society of Association Executives (ASAE) Research Foundation:
                                                                                                     •    29% of respondents face $100,001-$500,000 in current and projected losses due to
                                                                                                     cancellations;
                                                                                                     •    16% face $501,000-$1,000,000 in current and projected losses;
                                                                                                     •    10% face more than $1,000,000 in current and projected losses;
                                                                                                     •    12% have partial insurance coverage for cancellations; and
                                                                                                     •    52% have zero insurance coverage for cancellations.

                                                                                                     Further, expected losses due to reduced membership and stunted programming, among other significant
                                                                                                     issues, compound this potentially catastrophic situation for associations. To help mitigate the
                                                                                                     coronavirus pandemic's devastating impact on our economy and safety, we support giving associations
                                                                                                     access to the Main Street Lending Program.

                                                                                                     The Big "l"  appreciates your consideration of the above comments and your continued support of our
                                                                                                     country during this challenging time.

                                                                                                     Sincerely,

                                                                                                     Charles E. Symington, Jr.
                                                                                                     SVP, Industry, External Samp; Government Affairs




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   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address       Affiliation                                                                            Comment


Staff Group - Main                                                                                                Thank you for taking comments regarding this program. I would support the extension of benefits to nonprofit sector, greater variance in loan
Street Lending                                                                                                    amounts (starting in the 5 digits), maintenance of a 5% interest rate (or lower) and an extensive repayment schedule, given the impact the
Program - Nonprofit                                                                                               pandemic is having on the nonprofit sector and their ability to fundraise now and in the coming months. These organizations are a significant
Organization          PIO (Email    6/24/2020                                nwynter@waco     Waco                employer of area residents as well as a contributor to local economic health.
Facilities            from Web)     12:00:00 AM     Wynter      Nicole       foundation.org   Foundation


                                                                                                                  Will you Accept Comments after June 22.
                                                                                                                  Mr. Rosengren's remarks in yesterday's American Banker said that the term sheet was not yet finished.

                                                                                                                  I have comments about the applicability of the non-profit Main Street program for higher education/ colleges and Universities

                                                                                                                  How late will you accept comments?

                                                                                                                  Thank you,

Staff Group - Main                                                                                                Professor Emma Coleman Jordan
Street Lending                                                                                                   Crilley Kelley Professor of Business Law
Program - Nonprofit                                                                                              Georgetown University Law Center
Organization          PIO (Email    6/24/2020                   Prof Emma    jordan@law.ge    Georgetown         jordan@law.georgetown.edu
Facilities            from Web)     12:00:00 AM     Jordan      Coleman      orgetown.edu     University
                                                                                                                  The below requirements should be changed to:

                                                                                                                  6. has a ratio of adjusted 2019 earnings before interest, depreciation, and amortization ("EBIDA") to unrestricted 2019 operating
                                                                                                                  revenue,4 greater than or equal to 5%;
Staff Group - Main                                                                                                This requirement should be changed to greater than or equal to 2.5%.
Street Lending
Program - Nonprofit                                                                                               7. has a ratio (expressed as a number of days) of (i) liquid assets 5 at the time of the origination of the upsized tranche to (ii) average daily
Organization          PIO (Email    6/25/2020                                banazco@goo      Goodwill            expenses over the previous year, equal to or greater than 90 days; This requirement should be changed to greater than 30 days.
Facilities            from Web)     12:00:00 AM     Anazco      Beatriz      dwillmiami.org   Industries



                                                                                                                  We would like to participate in this program. Our non-profit is invaluable to the fabric of New York City and as a theatre, we are at risk since the
                                                                                                                  theatre works in closed spaces. We would like to know what options are available for the non-proft as a whole as well as specific
                                                                                                                  projects/programs we would like to launch that would make theatre possible even with social distancing requirements.
Staff Group - Main
Street Lending                                                                                                    We would like to know what kind of lending/grant program are available for the theatre in layman's terms. Also there is such a large
Program - Nonprofit                                                                                               number of applications as soon as programs like these are released. Could we be included in the first wave of applications so we could get
Organization          PIO (Email    6/26/2020                                mail@sohoplay    SoHo                funding as soon as possible?
Facilities            from Web)     12:00:00 AM     Cole        Darren       house.com        Playhouse Inc.




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                                                                                                                 All comments below pertain to both the private and non-profit programs unless otherwise noted. I am not sure if the terms are locked down or
                                                                                                                 still changeable, but this feedback is made in the interest of balancing safe lending while meeting the needs with firms and organizations during
                                                                                                                 these times.

                                                                                                                 Suggestions and Questions about the Main Street Lending Programs:

                                                                                                                 Repayment:
                                                                                                                 a. Back-end amortization/balloon payment: The substantial balloon payment of 70% in year five presents a high risk for the borrower and
                                                                                                                 lender. Having the capacity to repay so much in one year or upon maturity is typically challenging for the business. The most common outcome
                                                                                                                 is that the lender will be forced in year 5 to extend the loan over a longer timeframe or the company goes into default.
                                                                                                                 b. No amortization for two years and then years 3-5 amortizing at 15%, 15%, and 70%: The program terms read as one annual payment in
                                                                                                                 each year. Monthly payments totaling these amounts (e.g. the 15% in year 3) is generally more effective in ensuring repayment versus one
                                                                                                                 large annual payment. We suggest you change it to equal monthly principal payments plus accrued interest equating to 15% of total principal.
                                                                                                                 A more even amortization schedule will make repayment more likely, such as no principal payments for one year, then monthly amortization of
                                                                                                                 principal equivalent to 15%, 25%, 25%, and 35% of the loan amount in years 2 through 5, respectively.

                                                                                                                 Collateral and Priority:
                                                                                                                 The Main Street Priority Loan Facility states the loan will be pari passu on collateral and repayment priority with other existing debt. This may
                                                                                                                 have the effect of lenders being less likely to participate. Being pari passu is clearly beneficial for repayment to the government, but it
                                                                                                                 compromises the lenders' collateral on any existing loan and increase their risk. It is very understandable to want it, but the question is
                                                                                                                 whether the federal government is able to take on more risk than any individual bank, thereby assisting more borrowers.

                                                                                                                 The program indicates secured or unsecured with respect to collateral. To clarify, the definition of "secured" does not need to be
                                                                                                                 real property, but commonly means a UCC lien on the borrower's corporate assets. It may be worth stating this.

                                                                                                                 Pass Credits:
                                                                                                                 The program requires borrowers to be pass credits. This means lenders could not use it to assist those who have cash flow issues due to
                                                                                                                 COVID. This will limit borrowers who are eligible for the program. Also, if a borrower is a pass credit, it could obtain the loan wholly from the
                                                                                                                 bank. I suggest the program allow for Special Mention and "Sub-Standard High" loans. For easy reference, FDIC definitions are as
                                                                                                                 follows:

                                                                                                                 A Special Mention asset has potential weaknesses that deserve management's close attention. If left uncorrected, these potential
                                                                                                                 weaknesses may result in deterioration of the repayment prospects for the asset or in the institution's credit position at some future date.
                                                                                                                 Special Mention assets are not adversely classified and do not expose the institution to sufficient risk to warrant adverse classification.

                                                                                                                 Loans classified 6 Substandard-High are inadequately protected by the current sound worth and paying capacity of the obligor or of the
                                                                                                                 collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
                                                                                                                 Loss potential, while existing in the aggregate amount of Substandard loans, does not have to exist in individual loans classified as
                                                                                                                 Substandard.

                                                                                                                 LIBOR:
                                                                                                                 The programs require LIBOR as an index for the 5 year life of the loan. Given LIBOR is going away in 2021, lenders will need an alternative
                                                                                                                 rate spelled out in the program and the loan agreements. We prefer Wall Street Journal Prime. We believe SOFR is not yet quite mature
                                                                                                                 enough as an index.

                                                                                                                 Fees:
                                                                                                                 Please confirm whether the Loan Origination Fee is in addition to the Transaction Fee. If so, then the total fees paid by the borrower will be 2%,
                                                                                                                 which is very high. Most commercial lending fees range from 10 to 100 basis points.
Staff Group - Main
Street Lending                                                                                                   Transaction Fee paid to the Fed: is it 100 bps against the total gross loan amount or 95% of the loan?
Program - Nonprofit                                                          chriscoleman@
Organization          PIO (Email    6/30/2020                                firstrepublic.co   First Republic
Facilities            from Web)     12:00:00 AM     Coleman     Chris        m                  Bank             Underwriting & Risk Management:

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                                                                                                     Are lenders able to add a guarantor and ongoing financial covenants for the loan? Guarantees from owners is standard for the smaller
                                                                                                     companies; i.e. those with annual revenue less than $30 million. Financial covenants are critical for risk management. If not allowed, then the
                                                                                                     loans are more like mezzanine debt risk and should be in a second position (not pari passu) on collateral and repayment in the event of default
                                                                                                     (repayment allowed so long as not in default).

                                                                                                     There is a provision stating lenders cannot cancel or reduce of any existing debt. For a line of credit which typically has a one year maturity
                                                                                                     date and is renewable at lender discretion, are lenders able to adjust the amount up or down at maturity or opt to not renew? Technically, the
                                                                                                     verbiage appears to allow it, but if not, this may limit lender enthusiasm for the program as they would want the option to reduce their exposure
                                                                                                     if the borrower is not performing well.

                                                                                                     Professional Service Firms:
                                                                                                     As mentioned in prior conversations, the private sector programs appear to have limited use for professional service firms due to the leverage
                                                                                                     covenant using EBITDA without add back for discretionary bonuses. Most professional service firms calculate bonuses to result in nearly break
                                                                                                     even for net income. In addition, many professional service firms have distributions based on net income. It appears distributions are not
                                                                                                     allowed, so the program will have limited use for them. If the intention is oriented more toward manufacturers and wholesalers, this is less of an
                                                                                                     issue.

                                                                                                     Other Questions:
                                                                                                     Are lenders permitted to use their standard loan agreements or will there be one template the Fed requires? To maximize lender participation, 1
                                                                                                     suggest the former.

                                                                                                     Are there ongoing reporting requirements from lenders to the Fed?

                                                                                                     What happens if in default? To what degree, will banks work through problem loans independently or will the Fed want to be involved? Before
                                                                                                     accelerating a loan, are lenders subject to waiting for certain events to occur such as 60 day past due?

                                                                                                     Is there a standard purchase agreement available yet for review?

                                                                                                     All of the program terms indicate the SPV will stop purchasing participations on 9/30/2020. This date will need to be extended in order for most
                                                                                                     lenders to complete due diligence and apply. It would be best if this program could have a longer life, such as 3/31/21.


                                                                                                     Non-Profit Loan Facilities:

                                                                                                     All of the items mentioned above for the private sector programs are relevant for the non-profit program. In particular, the back-loading or bullet
                                                                                                     payment in year five is going to be challenging for organizations to repay at that time.

                                                                                                     The minimum of fifty (50) employees skews the program toward the largest organizations and eliminates the vast majority of non-profits. In
                                                                                                     addition, nearly no non-profits have 15,000 employees or $5 billion in revenue. Recommendation: convert this criteria to a revenue level, such
                                                                                                     as a maximum of $50 million. The larger organizations have the financial wherewithal to sustain a recession. The need is with the smaller
                                                                                                     ones.

                                                                                                     Use of the loan facilities will be limited by the requirement that no more than 30% of revenue can be from donations. Private schools with
                                                                                                     tuition revenue and large endowments and hospitals and social service organizations with government contracts may qualify, but most
                                                                                                     organizations rely on donations and grants for more than 50% of revenue. It would be good to clarify if a grant is considered a donation. If so,
                                                                                                     the program will be applicable to a smaller set of non-profits.

                                                                                                     It will be challenging for most organizations to meet all of the financial eligibility criteria outlined. I suggest allowing borrowers to have either the
                                                                                                     Cash on Hand covenant or the liquidity/debt ratio and also suggest the 65% level on the ratio is too high and should be more like 35% (and
                                                                                                     perhaps lower for social service organizations or allow accounts receivable due with 90 days to be included in the liquidity definition).

                                                                                                     Maximum loan size of $300 million is very high. If the program is intended to assist the smaller, lower capitalized organizations, we suggest
                                                                                                     you reduce it substantially to no more than $50MM or simply eliminate the "Expanded" loan program. Larger organizations tend to

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                                                                                                     find financing in the bond market.

                                                                                                     The program indicates secured or unsecured. As noted above, it would be good to clarify that the definition, "secured", does not
                                                                                                     need to be real property but can mean a UCC lien on the borrower's unrestricted assets.

                                                                                                     It would be best if all references to EBIDA also state "or Net Change in Unrestricted Assets (NCUA) plus Depreciation and Interest&quot:
                                                                                                     so as to include the non-profit accounting equivalent of EBIDA.




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   Event Title /
   Description        Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                         Comment


                                                                                                              Re NONLF and NOELF

                                                                                                              I. The current facilities have not been attractive to either lenders or borrowers.
                                                                                                              The NONLF and NOELF have not been attractive to either lenders or borrowers for 4 reasons.
                                                                                                              1. Interest Rate: 3+ libor is too high.(borrowers)
                                                                                                              2. Balloon of 70% (borrowers Samp; lenders)
                                                                                                              3. 5 yr. Term (borrowers)
                                                                                                              4. Risk retention- 5% (lenders)

                                                                                                              II.AItemative Proposal
                                                                                                              I have drafted a term sheet for an alternative facility for Higher Education, an important group of institutions in the non-profit sector, many of
                                                                                                              whom are struggling through the unexpected COVID related expenses to make schools safe for students to return in the fall. In addition,
                                                                                                              healthy Universities and colleges will be an indispensable element of recovery for Americans pushed out of opportunity during this crisis.


                                                                                                              Best,

                                                                                                              Professor Emma Coleman Jordan
                                                                                                              The J. Crilley Kelly and Terry Curtin Kelly
                                                                                                              Professor of Business Law
Staff Group - Main                                                                                            Georgetown University School of Law
Street Lending                                                                                                600 New Jersey Ave NW
Program - Nonprofit                                                                                           Washington, D.C. 20001
Organization          PIO (Email    7/8/2020                                 jordan@law.ge   Georgetown       202-662-9064
Facilities            from Web)     12:00:00 AM     Jordan      Prof. Emma   orgetown.edu    University Law




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Event Title /
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                                                                                                         June 22, 2020

                                                                                                         Board of Governors of the Federal Reserve System 20th Street and Constitution Avenue N.W.
                                                                                                         Washington, DC 20551

                                                                                                         RE: Main Street Lending Program -  NONLF and NOELF To the Board of Governors:

                                                                                                         On behalf of University Hospital  I appreciate the opportunity to offer comments  concerning the
                                                                                                         Federal  Reserve's  proposed  expansion  of its Main Street Lending  Program to provide  access
                                                                                                         to
                                                                                                         credit for 501(c)(3) and 501(c)(19) nonprofit organizations under the Nonprofit Organization New
                                                                                                         Loan Facility and related lending facilities (collectively, the "Facility").
                                                                                                         In  hard-hit  states  like  New  Jersey,  nonprofit  hospitals,  like  University 
                                                                                                         Hospital,  have 
                                                                                                         been financially  devastated  by lost  revenues  and  additional  spending  necessitated  by
                                                                                                         the
                                                                                                         COVID-19 pandemic.   Based in Newark, New Jersey, University Hospital was established under State
                                                                                                         statute as a "non-profit, legal entity," public teaching hospital and as an "instrumentality" of
                                                                                                         the State of New Jersey, "providing essential governmental functions necessary for the welfare and
                                                                                                         health of the State and the people of New Jersey." See, New Jersey Medical and Health Sciences
                                                                                                         Education Restructuring Act, P.L. 2012, c.45. University Hospital is a safety-net hospital and
                                                                                                         Level I Trauma Center serving the most vulnerable communities  in the Newark region and the
                                                                                                         populations most impacted by the pandemic.
                                                                                                         Eligibility  criteria  under  the  Facility  is  presently  limited  to  registered 
                                                                                                         501(c)(3) 
                                                                                                         charitable, religious  and church and 501(c)(19) veterans'  and related  auxiliary  nonprofit
                                                                                                         organizations.  As noted above, University Hospital is a nonprofit entity under State statute and,
                                                                                                         as is typical for many quasi-governmental  entities,  is not  registered  with  the  Internal 
                                                                                                         Revenue  Service  as  a nonprofit organization.   We note for the Federal Reserve's consideration
                                                                                                         that the Internal Revenue Service has  classified  quasi-governmental entities  such  as University
                                                                                                          Hospital  as  falling  under  Section 115(1) of the  Internal  Revenue  Code 
                                                                                                         ("IRC"),  and  that 
                                                                                                         115(1 )  entities  may  also  qualify  under Section 501(c)(3)  given the similarities  of purpose
                                                                                                         between these designations.   Under the IRC, the  principal  distinction  between  a  115(1) 
                                                                                                         and 
                                                                                                         a  501(c)(3)  entity  is  the  tax  treatment  and deductibility of donations  and gifts, not
                                                                                                         necessarily the substantive  activities of the entities.   For example, a "charitable" 501(c)(3)
                                                                                                         organization  under the IRC may be an entity whose mission is to,   "provide   relief  
                                                                                                         to   the  
                                                                                                         poor,   distressed   or   underprivileged   or   combating  
                                                                                                         community deterioration."   See,  
                                                                                                         https://www.irs.gov/charities-non-profits/charitable-organizations/exempt&shy ;
                                                                                                         purposes-internal-revenue-code-section-501c3. University Hospital, whether or not registered as a
                                                                                                         501(c)(3) or 115(1) entity, is charged with, and on a daily basis, prosecutes a substantially
                                                                                                         similar mission.

                                                                                                         The published term sheet for the Facility contemplates other forms of organization for inclusion,
                                                                                                         at the discretion of the Federal Reserve.   University Hospital is interested in participating in
                                                                                                         this lending opportunity to help it address urgent near term liquidity needs and to stabilize its
                                                                                                         finances while it works to reestablish  operating  revenues  and recalibrate  expenses.   As an
                                                                                                         institution  we take great pride in the fact that we provide care in underserved communities, which
                PIO           7/9/2020                                 akhterar@uhnj.   University       have suffered disproportionately due to the effects of this pandemic.  Collectively we urge the
                (Letter)      12:00:00 AM     Akhter      Assad        org              Hospital         Federal Reserve to  not  allow  form  to  prevail  over  substance,  and 

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Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                          Comment
                                                                                                     respectfully  request 
                                                                                                     that  the  Federal  Reserve exercise its discretion to allow public, nonprofit hospitals like
                                                                                                     University Hospital to be eligible to apply for this lending opportunity.
                                                                                                     University Hospital truly appreciates  your consideration of this issue.   If there are any
                                                                                                     questions that  may  arise  from  this  letter  of  comment  the  Board 
                                                                                                     should  not  hesitate  to 
                                                                                                     reach  me  at akhterar@uhnj.org.

                                                                                                     Sincerely,

                                                                                                     Assad Akhter
                                                                                                     Manager of Government Affairs, University Hospital
                                                                                                      




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                                                                                                        June 22, 2020

                                                                                                        Re: Main Street Lending Program -  NONLF and NOELF Dear Chairman Powell:

                                                                                                        I am writing to you on behalf of Robin Hood, New York City's largest organization focused on
                                                                                                        lifting families out of poverty,  to share comments on the terms of the Federal Reserve System Main
                                                                                                        Street Lending Program's  Non­ profit Organization  New Loan Facility (NONLF) and Non-profit
                                                                                                        Organization Expanded Loan Facility (NOELF). While we appreciate the Federal Reserve' s creation of
                                                                                                        these loan facilities as a recognition of the vital nature of the non-profit  sector  for  the 
                                                                                                        emergency  response,  recovery,  and  economic  stability  of  the  country, 
                                                                                                        we  are  deeply
                                                                                                        concerned  that the proposed eligibility requirements for non-profit  borrowers will disqualify  a
                                                                                                        large proportion of social service organizations  from the NONLF and NOELF and those that do
                                                                                                        qualify will be forced to accept less favorable loan terms than currently offered through other
                                                                                                        government programs.

                                                                                                        Robin Hood funds more than 200 organizations across New York City that operate food pantries,
                                                                                                        homeless shelters, settlement houses, medical clinics, and other vital services for low-income New
                                                                                                        Yorkers who are being devastated by the public health  and economic  consequences  of  the COVID-19
                                                                                                         outbreak.  These are organizations  that could greatly benefit from the NONLF and NOELF. However,
                                                                                                        the NONLF and NOELF borrower requirements and loan terms, as currently structured, favor hospitals
                                                                                                        and institutions of higher education with fee-for-service models over social service non-profit 
                                                                                                        organizations  that rely predominantly  on donations  and government  contracts  to provide
                                                                                                        services free of charge.

                                                                                                        Drawing on more than 30 years of non-profit grantmaking experience, Robin Hood requests that the
                                                                                                        Federal Reserve address the concerns and proposed changes outlined below.

                                                                                                        1 )   Transform Loan Program into Grants and Forgivable Loans
                                                                                                        Non-profit boards are historically averse to taking on loans to cover day-to-day operating
                                                                                                        expenses. Yet, non-profits are experiencing the perfect storm of increased demand for their
                                                                                                        services with reduced donations. Some 50 percent of non-profits surveyedi by the Non-Profit Finance
                                                                                                        Fund reported reductions in private fundraising since the onset of  the  COVID-19   pandemic.  
                                                                                                        Furthermore,  states  and  municipalities  are  experiencing  significant   budgetary shortfalls
                                                                                                        leading to the reduction of government revenue streams and delays in the award or payment of
                                                                                                        contracts to non-profit social service and other organizations. Under these longer-term structural
                                                                                                        and acute conditions, grants and forgivable loans would provide the most effective injection of
                                                                                                        financial stability into the non-profit sector. We ask that the Federal Reserve review its legal
                                                                                                        authority to provide grants and/or forgivable loans and, if confirmed, that the Federal Reserve 
                                                                                                        publish  the analysis for the public  and Congress  to review. If legislative clarification  is
                                                                                                        needed, we ask Congress  to ensure that charitable non-profits  of all sizes have access to loan
                                                                                                        forgiveness,  not just those eligible for Paycheck Protection Program (PPP) loans via the CARES
                                                                                                        Act.

                                                                                                        Recommendation: The Federal Reserve, either on its own or working with Congress, must recognize the
                                                                                                        extent to which  the  public  and  the  economy  rely  on  the  vital 
                                                                                                        services  non-profits 
                                                                                                        provide  to communities  by  creating  a forgivable loan program.

Main Street                                                                                             2)   Eliminate the Proposal to Limit Loans to Mid-Size Non-profits with Less than 30 Percent of
Lending Progam -                                                                                        Revenue from Donations
NONLF & NOELF      PIO           7/9/2020                                 jcone@robinho
comments           (Letter)      12:00:00 AM     Cone        Jason        od.org                        The NONLF and NOELF requirements that organizations must have revenues from donations that are less

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                                                                                                     than 30 percent of 2019 revenues conflict  with federal law. In order to retain tax-exempt  status
                                                                                                     under Section 501(c)(3) of the Internal Revenue Code, charitable non-profits must meet a "public
                                                                                                     support" test showing they receive at least a third of their revenues via contributions from the
                                                                                                     general public, contributions or grants from other public charities, or from governmental agencies.
                                                                                                     If a charitable, non-profit fails to do so, then it carries the added burden of providing
                                                                                                     additional facts and circumstances to prove that it is a publicly supported organization.

                                                                                                     The federal government-Congress, Treasury, and the Internal Revenue Service (IRS)-currently
                                                                                                     dictates that  non­ profits  must  have contributions  of  more  than  33.3 percent,  while
                                                                                                     the
                                                                                                     Federal  Reserve  proposes  to limit  loans  to those that receive less than 30 percent of their
                                                                                                     revenues from donations.  As a result, the draft term sheets for the two  non-profit  loan 
                                                                                                     programs  favor  large  institutions  that  generate  fee-for-service  revenues.  These 
                                                                                                     provisions
                                                                                                     threaten to eliminate a high proportion of social service organizations from eligibility for the
                                                                                                     loan facilities.

                                                                                                     Recommendation; Eliminate  the requirement  that  no more than 30  percent  of an organization's
                                                                                                     2019 revenues come from donations.

                                                                                                     3)   Remove  Organizational  Size  Restrictions  and  Eligibility  Tests  that 
                                                                                                     May  Exclude 
                                                                                                     Social  Service Groups and Exacerbate Racial Disparities in Access to Capital for Organizations 
                                                                                                     Led by Persons of Color
                                                                                                     The term sheet for the NONLF imposes  a size minimum  that is not imposed in the Main Street  New,
                                                                                                     Priority, or Expanded Loan Facilities for for-profit  businesses.  The Federal Reserve is proposing
                                                                                                      that non-profits  with fewer than  50 employees  should be ineligible  for  Main  Street 
                                                                                                     loans 
                                                                                                     while small  businesses  of  equal size could secure lending support.

                                                                                                     The National Council of Nonprofits,  a network with more than 25,000 non-profit  organizations, has
                                                                                                     noted that 97 percent of non-profits have budgets of less than $5 million annually, 92 percent
                                                                                                     operate with less than $1 million a year,  and  88  percent  spend  less  than 
                                                                                                     $500,000   annually
                                                                                                      for  their   work.  Arbitrarily   excluding  these  vital organizations  from
                                                                                                     important  loan
                                                                                                     programs  would cut out the  vast majority  of  non-profits  and harm the people these
                                                                                                     organizations serve.

                                                                                                     The size requirement  also may exacerbate  existing  racial disparities in access  to capital for
                                                                                                     organizations  led by persons  of color.  A recent reportii by  A Philanthropic  Partnership for
                                                                                                     Black Communities  (ABFE) found that  60 percent of the Black-led  Organizations  (BLOs) surveyed
                                                                                                     had budgets of $500,000 or less. Most had small staffs; about 82 percent had teams of 10 or fewer.

                                                                                                     In addition, the draft non-profit  loan facility term sheets impose certain liquidity,  asset, and
                                                                                                     reserve requirements that  are  not  required  in  Main  Street  New  Loan 
                                                                                                     Facilities  available 
                                                                                                     to for-profit  businesses.  The  loan  facility's liquidity test requiring a minimum of 90 days of expenses on hand
                                                                                                     would have a disparate impact on
                                                                                                     social service organizations and BLOs.

                                                                                                     Non-profit  organizations  typically  provide services  with low-profit  margins.  Indeed,  social
                                                                                                     service organizations report an average aggregate  margin of 1.5 percent.  According  to a recent

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                                                                                                     reportiii by Seachange  Capital Partners, the median  social  services  non-profit  has  a 
                                                                                                     margin 
                                                                                                     of  1.0  percent,  receives  3.6  percent  of  its  revenue  from philanthropy (including
                                                                                                     investment income), has total financial assets (including endowments and other assets that are
                                                                                                     subject to legal restrictions) equal to 1.9 months of expenses, and operating reserves of less than
                                                                                                     one month of expenses.   Less  than  20  percent  of  large  non-profits  have 
                                                                                                     six  months  or 
                                                                                                     more  in  operating  reserves,  a  widely accepted standard  for "financial strength" for
                                                                                                     non-profits. Social services organizations  are the most fragile, with fewer than 10 percent
                                                                                                     reaching this standard. The aforementioned ABFE report also found that only 23 percent of BLOs had
                                                                                                     operating reserves of three months or more.

                                                                                                     The liquidity requirement  could lead to a high proportion  of social service organizations  being
                                                                                                     ineligible for the non-profit loan facilities. An analysis of the loan terms for the NONLF and
                                                                                                     NOELF by Seachange found that the liquidity test alone would disqualify 74 percent of  the 1,542
                                                                                                     social service organizations  studied. The Seachange analysis  found  these potentially  high rates
                                                                                                     of loan  eligibility  disqualification among  social service organizations with  expenses  over 
                                                                                                     $30  million  in  their  most  recent  Form  990 filed  with  IRS.  
                                                                                                     Furthermore,  according  to 
                                                                                                     the Seachange  analysis,  the earnings  before interest,  depreciation,  and  amortization  (EBIDA)
                                                                                                      test  alone  would  also eliminate 58 percent of the social service organizations from
                                                                                                     consideration.

                                                                                                     In short, the NONLF and NOELF liquidity test loan terms would potentially exclude the vast majority
                                                                                                     of mid-size social service organizations on the front lines of the COVID-19 pandemic response.

                                                                                                     Recommendation: The non-profit organization loan programs must be revised to remove the SO-employee
                                                                                                     floor.

                                                                                                     Recommendation: The five percent EBIDA requirement  should be reduced to zero, if not eliminated.
                                                                                                     In addition, a  statement  of  explanation  of  a  deficit  should  be  allowed 
                                                                                                     so  that  a 
                                                                                                     negative  ratio  does  not  mean  automatic ineligibility for a non-profit borrower. Finally,
                                                                                                     further clarification on the calculation methodology -  in the context of  non-profit  operating 
                                                                                                     budgets -  is needed in regard  to both restricted funding  from grants in annual operating
                                                                                                     budgets, as well as capital funds for improvements  that are part of an annual  operating budget.
                                                                                                     This clarification would allow noted revenues to remain in calculation to ease the restriction and
                                                                                                     not further restrict eligibility.

                                                                                                     Recommendation: We  urge  the  Federal  Reserve  to  eliminate   the 
                                                                                                     liquidity  and  unrestricted 
                                                                                                      cash  borrower requirements; loan terms 7 and 8, respectively. If this is not possible, we
                                                                                                     alternatively ask that the requirements be lessened significantly to reflect  the economic
                                                                                                     realities of non-profit  operations, for example by requiring only 30 days cash on hand, and
                                                                                                     bringing the loan origination ratio of 40-50 percent (down from 65 percent, as proposed).

                                                                                                     4)    Amend Loan Terms and Repayment Schedule to Support Non-Profit Stability

                                                                                                     The NONLF and NOELF loan features may be too onerous for non-profit organizations and are less
                                                                                                     favorable than those  offered  in  other  government  programs.  Specifically,  the 
                                                                                                     interest  rate
                                                                                                      of  LIBOR  plus  300  basis  points  is significantly  higher  than  that 
                                                                                                     offered  for  Paycheck 

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   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                          Comment
                                                                                                            Protection  Program  (PPP)  Loans  (1.0  percent)  and  that  for Economic Injury Disaster
                                                                                                            Loans
                                                                                                            (2.75 percent). In addition, the imposition of loan origination and service fees adds to the cost
                                                                                                            under these non-profit loan facilities. Finally, the 70 percent balloon payment at the end of the
                                                                                                            five-year loan term could increase financial instability for these organizations. Non-profits  with existing
                                                                                                            loans with balloon payments are usually provided an opportunity to renegotiate such loans at
                                                                                                            prevailing market rates.
                                                                                                            Recommendation: We  urge  that  the  loan  terms  including  interest  rate 
                                                                                                            and  balloon  payments
                                                                                                             be  revisited  and recommend the lowest permissible rate such as the 0.5 percent rate initially
                                                                                                            proposed for PPP loans. In addition, we urge some flexibility in the balloon payment requirement 
                                                                                                            to afford the opportunity for renegotiation  and to stretch amortization period to a minimum of
                                                                                                            seven years. Such a change would decrease the balloon payment at the end of the loan period.
                                                                                                            Robin Hood greatly appreciates the efforts of the Federal Reserve to seek public comment on these
                                                                                                            critical matters. Thank  you in advance  for consideration  of  these recommendations for 
                                                                                                            modification  to the  NONLF  and  NOELF programs. We remain available to discuss any of these
                                                                                                            issues in greater detail.
                                                                                                            Sincerely,

                                                                                                            Wes Moore CEO

                                                                                                            i"COVID019 Survey Results," Non-Profit Finance Fund https://nff.Org/covid-19-survey-results#Revenue
                                                                                                            ii"The Case for Funding  Black-Led Social Change Redlining by Another Name: What the Data  Says to
                                                                                                            Move from Rhetoric to Action,"  A Philanthropic Partnership for Black Communities (ABFE)
                                                                                                            https://philanthropynetwork.org/sites/default/files/resources/BSCFN&nbsp ; BLSCO  Report  Dec2019.pdf
                                                                                                            iii Seachange Capital Partners https://www.issuelab.org/resources/36677/36677.pdf
                                                                                                            iv Seachange Capital Partners
                                                                                                            http://seachangecap.org/wp-content/uploads/2020/06/MainStreet2.0-Proposal-Summary-of&shy ; Tests.pdf


                                                                                                             

Main Street
Lending Program -
NONLF & NOELF       PIO           7/9/2020                                 jharwitz@liifund                 Letter is attached. Unable to copy.
comments            (Letter)      12:00:00 AM     Harwitz     Jonathan      .org




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     Event Title /
     Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                               Comment
Not Responsive




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                                                                                                                Staff Groups: Main Street Lending Facility; Main Street Lending -  Nonprofit Organization
                                                                                                                Facilities; Municipal Liquidity Facility

                                                                                                                To Whom It  May Concern:

                                                                                                                The Americans for Financial Reform Education Fund ("AFR") appreciates the opportunity to comment on
                                                                                                                the Main Street Lending Facility. Members of AFR Education Fund include consumer, civil rights,
                                                                                                                investor, retiree, community, labor, faith based, and business groups. 1

                                                                                                                The Board has requested comment on the expansion of the Main Street Lending Facilities (MSLF) to
                                                                                                                make credit available to nonprofit organizations through the program. The proposed expansion would
                                                                                                                make available new loans of between $250,000 and $35 million (or one quarter of 2019 revenue) and
                                                                                                                expanded loans of between $10 million and $300 million (or one quarter of 2019 revenue)to
                                                                                                                tax-exempt non-profit organizations with between 50 and 15,000 employees.
                                                                                                                The price and terms of loans are very similar to those already being offered to private businesses
                                                                                                                through the MSLF.

                                                                                                                We support the expansion of the MSLF to support nonprofit organizations. However, our  purpose in
                                                                                                                writing this letter is to urge the Board to also expand MSLF assistance to municipal and government
                                                                                                                entities not currently being served by the Municipal Liquidity Facility (MLF). As you know, direct
                                                                                                                eligibility for the MLF is currently limited to entities that are states, counties with at least
                                                                                                                500,000 residents, cities with at least 250,000 residents, or a small number of other large cities,
                                                                                                                counties, or Revenue Bond Issuers designated by state governors. This is only a small fraction of
                                                                                                                the total number of local government entities that may have credit needs. Even  if direct MLF
                                                                                                                eligibility was expanded, many smaller cities, towns, school districts, and public entities such as
                                                                                                                hospitals would not have direct access to the MLF program. Bank lending to municipal entities has
                                                                                                                expanded rapidly over the past decade and now constitutes a substantial share of all municipal
                                                                                                                credit outstanding.2 Many smaller municipal entities would be well positioned to take out a bank
                                                                                                                loan financed by the Main Street facility.

                                                                                                                It  is true that larger borrowers such as state governments can borrow from the MLF on behalf of
                                                                                                                smaller jurisdictions within their state. However, this would involve the intermediary borrower
                                                                                                                assuming the credit risk of the final borrower. At a time of unprecedented fiscal stress in states
                                                                                                                and localities it is unlikely that many states or other intermediary borrowers will wish to assume
                                                                                                                this risk. Further, there can be substantial political complexities for states in making choices
                                                                                                                about on-lending  to smaller borrowers.

                                                                                                                We believe that the MSLF could be very beneficial to smaller municipal borrowers.  Not only would
                                                                                                                it be available to a far greater range of municipal borrowers, MSLF credit from banks is being
                                                                                                                offered at more attractive terms than direct Federal Reserve credit from the Municipal Lending
                                                                                                                Facility. MSLF credit extends for a term of five years, while MLF credit is being offered for only
                                                                                                                three years. MSLF credit is being offered at a spread of 300 basis points over short-term LIBOR,
                                                                                                                while MLF credit is being offered at spreads of 150 to 590 basis points over the benchmark rate,
                                                                                                                which would be higher in many cases.3 Being able to negotiate the structure of the loan with a bank
                                                                                                                might also allow more legal flexibility for borrowing under local laws.

                                                                                                                Chairman Powell's stated justification for expanding the MSLF to nonprofit entities is that
                                                                                                                "Nonprofit organizations are critical parts of our economy, employing millions of people, providing
                                                                                                                essential services to communities,  and supporting innovation ....Nonprofits provide
Main Street                                                                                    Americans for    vital services across the country and we are working to help them through this difficult time." All
Lending Program -                                                           marcus@ourfin      Financial        the elements of this justification apply equally to smaller municipal government entities. There
NONLF & NOELF       PIO           7/9/2020                                  ancialsecurity.o   Reform           are many similarities between non-profit and smaller government entities, in that both types of
comments            (Letter)      12:00:00 AM     Stanley     Marcus       JS                  Education Fund   entities do not operate for profit and are structured to perform public service needs. In many

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                                                                                                     cases nonprofit entities are financed by grants from public entities, meaning that expanding the
                                                                                                     MSLF to government entities would also help to support non-profits.
                                                                                                     In sum, we urge you to expand the MSLF beyond non-profits to support bank loans to smaller
                                                                                                     municipal entities which are unable to take advantage of the Municipal Liquidity Facility.
                                                                                                     Thank you for your attention to this issue. Should you have questions, please contact AFR's Policy
                                                                                                     Director, Marcus Stanley, at marcus@ ourfinancialsecurity.org.

                                                                                                     Sincerely,

                                                                                                     Americans for Financial Reform Education Fund




                                                                                                     1  A list of coalition members is available at:
                                                                                                     http://ourfinancialsecurity.org/about/our-coalition/
                                                                                                     2 Ivanov, Ivan and Tom Zimmerman, "The Privatization of Municipal Debt", Brookings Institution
                                                                                                     Hutchins Center Working Paper #45, September, 2018, available at https://www.brookings.edu/wp-
                                                                                                     content/uploads/2018/08/WP45.pdf
                                                                                                     3 We do not agree with the highly restrictive terms of MLF credit, and see no justification for MLF
                                                                                                     lending on such inferior terms to the MSLF,  but simply note it here.

                                                                                                      




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                                                                                                     Main Street Lending Program
                                                                                                   Nonprofit Organizations Comments

   Event Title /
   Description      Ticket Type   Received Date   Last Name   First Name   Email Address    Affiliation                                                                   Comment
                                                                                                          Comments of YWCA USA regarding the proposed
                                                                                                          Mainstreet Lending Program for Nonprofit organizations -  NONLF and NOELF Submitted to the Federal
                                                                                                          Reserved Board of Governors

                                                                                                          June 22, 2020


                                                                                                          YWCA USA appreciates the opportunity to submit the following comments regarding the Federal
                                                                                                          Reserve's proposed Nonprofit Organization Loan programs - the Nonprofit Organization New Loan
                                                                                                          Facility (NONLF) and the Nonprofit Organization Extended Loan Facility (NOELF).

                                                                                                           Founded more than 160 years ago, YWCA is one of the oldest and largest women's organizations in the
                                                                                                           United States and is dedicated to eliminating racism, empowering women and promoting peace,
                                                                                                          justice, freedom and dignity for all. Today, we serve over 2 million women, girls, and their
                                                                                                          families through a network of more than 200 local YWCA associations in over 1,300 communities
                                                                                                          across 46 states and the District of Columbia. We provide programming and advocacy to generate
                                                                                                          institutional change in the areas of racial justice and civil rights, empowerment and economic
                                                                                                          advancement of women and girls, and health and safety of women and girls.

                                                                                                          In this critical time, nonprofits like YWCA have stepped up to meet the unprecedented level of need
                                                                                                          in our country due to the COVID-19 pandemic. Even though we face many of the same economic
                                                                                                          challenges as other industries, YWCA and other nonprofits are not shutting down. Rather, we are
                                                                                                          straining to meet increasing demands in our communities on the frontlines, providing shelter and
                                                                                                          services for survivors of domestic and sexual violence, child care for first responders and other
                                                                                                          essential workers, housing and job training for low income women, and countless other services that
                                                                                                          meet local needs and keep our communities connected.  We are playing an integral role in community
                                                                                                          response to the COVID-19 crisis, and we will continue to be integral to our nation's recovery.

                                                                                                          With these factors in mind, YWCA respectfully requests the Federal Reserve to address the concerns
                                                                                                          and proposed changes outlined below, which pose significant barriers to YWCAs' ability to access
                                                                                                          financial relief through the Mainstreet Lending Program.

                                                                                                          1.    Limitation of SO-Employee Minimum Should Be Removed

                                                                                                          The term sheet for the proposed nonprofit loan facility imposes a size minimum that is not imposed
                                                                                                          in the Main Street New, Priority , or Expanded Loan Facilities for for-profit businesses. There is
                                                                                                          no explanation why the Federal Reserve is proposing that nonprofits with fewer than 50 employees
                                                                                                          should not be eligible for Main Street loans for which their small business counterparts of equal
                                                                                                          size could secure lending support. YWCA USA and many of the local YWCAs across our national network that
                                                                                                          are on the frontlines of this pandemic employ fewer than 50 employees. Even as we face immediate
                                                                                                          and growing financial needs, YWCAs will be arbitrarily excluded from this important loan program.

                                                                                                          Recommendation: The SO-employee floor should be removed.

                                                                                                          2.   Minimum loan amount of $250,000 is too high

                                                                                                          Across the nonprofit sector, 66.3 percent of nonprofit organizations have annual budgets of less
                                                                                                          than $1 million . The proposed minimum loan amount represents a quarter or more of their annual budget.
                                                                                                          This amount is too high and many nonprofits will not be able to meet this loan threshold.

Main Street                                                                                               Recommendation: Decrease the minimum loan amount to $100,000.
Lending Program -   PIO           7/9/2020                                 cbeane@ywca.
NONLF & NOELF       (Letter)      12:00:00 AM     Beane       Catherine    org             YWCA           3.    "Reasonable Efforts" Regarding Employee Retention Require Further Clarification

                                                                                                             Page 295 of 300
                                                                                                Main Street Lending Program
                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                                                                      Comment

                                                                                                     The description of Xquot; Retaining EmployeesXquot; in the draft term sheet requires refinement if the Federal
                                                                                                     Reserve expects nonprofits to take advantage of this facility. We endorse the analysis of the
                                                                                                     National Council of Nonprofits on the issue of employee retention, and recommend the following:

                                                                                                     Recommendation: Xquot;Reasonable effortsXquot; should be interpreted in the totality of the circumstances,
                                                                                                     taking into consideration not only the general economic environment in the community or communities
                                                                                                     in with the borrower operates, but also factors such as workforce, fundraising ability,
                                                                                                     revenue-generating activities, and overall demand for the services and programs the organization
                                                                                                     provides. One option would be to add the qualifier Xquot;mission-basedXquot; before Xquot;reasonable efforts.Xquot;

                                                                                                     Recommendation: The terms Xquot;maintain its payrollXquot; and Xquot;retain its employeesXquot; are vague and need
                                                                                                     further refinement. We ask the Federal Reserve to make clear that nonprofits participating in the
                                                                                                     Main Street loan program generally should endeavor to pay staff at the same or increased income
                                                                                                     levelsXnbsp; and should act in good faith to keep staffing levels (measured on the basis of full-time
                                                                                                     equivalents) at the same or increased levels, both for the duration of the loan. It is also
                                                                                                     important that the loan documents expressly state that the employee retention provision begins on
                                                                                                     the date that loan funding is received by the borrower rather than at an earlier date.

                                                                                                     Recommendation: We ask that the Federal Reserve adopt safe harbors of other loan programs and state
                                                                                                     clearly that nonprofit borrowers will not be penalized under the employee retention provision for
                                                                                                     the decision of employees to decline offers of rehire, or for those who are fired for cause,
                                                                                                     voluntarily resign, or voluntarily request a reduced schedule during the time that the loan is
                                                                                                     outstanding.

                                                                                                     4.Xnbsp;Xnbsp; Additional Recommendations and Requests for Clarification

                                                                                                     YWCA USA respectfully requests the Federal Reserve clarify the following issues in its final
                                                                                                     expansion notice:
                                                                                                     Xbull;Xnbsp;Xnbsp;Xnbsp;Xnbsp; Endowment:Xnbsp; What resources should be included in endowment calculations? Does it include
                                                                                                     restricted endowments?Xnbsp; Does it extend to include cash on hand?
                                                                                                     Xbull;Xnbsp;Xnbsp;Xnbsp;Xnbsp; Collateral: Flexibility on collateral is requested.Xnbsp; The loan should be able to be approved
                                                                                                     with no more than 50% Loan to Value (LTV) if collateral is needed.
                                                                                                     Xbull;Xnbsp;Xnbsp;Xnbsp;Xnbsp; Other Debts: The proposal requires that borrowers, Xquot;refrain from repaying the principal
                                                                                                     balance of, or paying any interest on, any debt until the Eligible Loan is repaid in full, unless
                                                                                                     the debt or interest payment is mandatory and due.Xquot;Xnbsp; We request that this exclude lines of credit
                                                                                                     and other debt that are assumed to provide financial liquidity related to the impact of COVID-19.

                                                                                                     Thank you for your consideration of these comments and recommendations. Please do not hesitate to
                                                                                                     reach out if we can provide additional information or insights as you undertake this review
                                                                                                     process.

                                                                                                     Sincerely,

                                                                                                     Alejandra Y. Castillo CEO, YWCA USA

                                                                                                     Xnbsp;




                                                                                                        Page 296 of 300
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                                                                                              Nonprofit Organizations Comments

Event Title /
Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                               Comment




                                                                                                       Page 297 of 300
                                                                                                     Main Street Lending Program
                                                                                                   Nonprofit Organizations Comments

     Event Title /
     Description     Ticket Type   Received Date   Last Name   First Name   Email Address   Affiliation                               Comment
Not Responsive




                                                                                                            Page 298 of 300
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                                                                                                       Nonprofit Organizations Comments

     Event Title /
     Description      Ticket Type   Received Date   Last Name   First Name   Email Address      Affiliation                                                                        Comment




                                                                                                              To whom it may concern:

                                                                                                              We are a non-profit (501 c6) that has existed since 1931. We are the largest trade organisation of diamond manufacturers, wholesalers, and
                                                                                                              dealers in the United States. As we are based in New York, our business, and the businesses of our members, have been severely impacted
                                                                                                              by Covid-19. We believe that this is a temporary situation and we will return to financial health after this crisis passes. We desperately need the
                                                                                                              assistance that this loan would offer us. However, we do not meet the threshold or having at least 50 employees. We hope that you remove
                                                                                                              that requirement as in all other ways we would qualify for the loan. We are a vital organization in our sector, and believe that there are many
                                                                                                              other organizations that are essential to the fabric of their trades and the economy at large that are excluded if these loans are only available to
                                                                                                              non-profits with 50 or more employees.

                                                                                                              Thank you for your consideration.

                                                                                                              David Lasher
Staff Group - Main                                                                                            Managing Director, DDC
Street Lending
Program - Nonprofit
Organization          PIO (Email    7/9/2020                                 Lasher@nyddc.   Diamond
Facilities            from Web)     12:00:00 AM     Lasher      David        com             Dealers Club
Not Responsive




                                                                                                                 Page 299 of 300
                                                                                                         Main Street Lending Program
                                                                                                       Nonprofit Organizations Comments

    Event Title /
    Description       Ticket Type   Received Date   Last Name   First Name    Email Address     Affiliation                                                                     Comment
Staff Group - Main                                                                                            l'd like more information, regarding Main street Lending Program for Nonprofit organizations. Thank you so much.
Street Lending                                                               Personal Email
Program - Nonprofit                                                          Address
Organization          PIO (Email    7/14/2020       ROBINSO
Facilities            from Web)     12:00:00 AM     N           TIFFANI
                                                                                                              I appreciate the Main Street Lending Program being extended to nonprofit organizations. I believe you should change the requirement that the
                                                                                                              endowment cannot be greater than $3,000,000 to be eligible for this program. Our endowment is in the $7,000,000 range but most of those
Staff Group - Main                                                                            National        dollars are restricted, our unrestricted endowment is approx $2,400,000. If you made the change to "unrestricted endowment under
Street Lending                                                                                Mississippi     $3,000,000", it would still meet the intent of the program, but open it up to those who are not able to use the restricted funds for
Program - Nonprofit                                                                           River Museum    operating, etc.
Organization          PIO (Email    7/21/2020                                kstrand@river    &
Facilities            from Web)     12:00:00 AM     Strand      Kurt         museum.com       Aquarium




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