Main Street Lending Program Post-Termination Frequently Asked Questions (July 29, 2021)

Summary

A version of the Main Street Lending Program Post-Termination Frequently Asked Questions, issued July 29, 2021, which a notice states was replaced with a new version on January 7, 2022 and is no longer effective. The document addresses questions from borrowers and lenders about the Main Street facilities, which were terminated on January 8, 2021: the MSNLF, MSPLF, MSELF, NONLF and NOELF. It keeps only previously issued FAQs that continue to apply to parties to outstanding Main Street loans, and states that the FAQs issued on December 29, 2020 were the final set published while the facilities were active. Sections cover purpose and design, each loan facility and loan terms, and the document closes with tables of the financial data borrowers must report quarterly, such as covenant default and cure dates.

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Full text

This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.

Main Street Lending Program
Post-Termination Frequently Asked Questions
This document is intended to address frequently asked questions (FAQs) that borrowers and
lenders may have about the Main Street Lending Program (Main Street or Program) facilities,
which were terminated on January 8, 2021. The Main Street facilities included the Main Street
New Loan Facility (MSNLF), the Main Street Priority Loan Facility (MSPLF), and the Main Street
Expanded Loan Facility (MSELF), the Nonprofit Organization New Loan Facility (NONLF), and the
Nonprofit Organization Expanded Loan Facility (NOELF).
This document contains only those previously issued FAQs that continue to be applicable to
borrowers and lenders that are parties to Main Street loans. It will be updated should new
FAQs be warranted to address issues faced by Main Street borrowers and lenders during the
life of outstanding Main Street loans.
All other FAQs, including those relevant only at the time of origination of Main Street loans,
have been archived as of January 8, 2021. Historic versions of the Main Street For-Profit FAQs
and Nonprofit Organization FAQs are available on the website of the Federal Reserve Bank of
Boston (FRB Boston). The FAQs issued on December 29, 2020, are the final set of FAQs
published while the facilities were active, and are available as follows: Main Street For-Profit
FAQs and Nonprofit Organization FAQs.
A. Purpose and Design ..............................................................................................................6
A.3. Are loans that are originated or upsized in connection with the Program forgivable? ............. 6
A.8. What provisions of the CARES Act apply to the Program? ......................................................... 6
A.10. Can the principal amount of loans extended under Main Street be reduced?.......................... 7
B. MSNLF and NONLF Loans ......................................................................................................7
C. MSPLF Loans.........................................................................................................................7
D. MSELF and NOELF Upsized Tranches .....................................................................................8
D.8. Can the Eligible Lender that sells a participation to the Main Street SPV share its 5% retention
of the MSELF or NOELF Upsized Tranche with other members of a multi-lender facility? ....... 8
D.12. Is an Eligible Lender required to hold all of its position in the credit facility underlying an
MSELF Upsized Tranche for the life of the loan? ....................................................................... 8
E. Borrower Eligibility ...............................................................................................................9
E.9. Can a U.S. company that is a subsidiary of a foreign company qualify as an Eligible Borrower?
10
F. Application Process ............................................................................................................ 10
G. Terms and Conditions ......................................................................................................... 11

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This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.
G.8. What constitutes “commercially reasonable efforts” or “reasonable efforts” to maintain
payroll and retain employees? ................................................................................................ 11
G.21. Are there any prohibitions on the use of proceeds of a Main Street loan? ............................. 12
G.26. Can an Eligible Lender or Eligible Borrower hedge interest rate and credit risk in connection
with Main Street loans? ........................................................................................................... 13
H. Certifications and Covenants............................................................................................... 13
H.1. Are the required certifications and covenants under the three Main Street facilities the
same? ....................................................................................................................................... 13
H.2. What compensation, stock repurchase and capital distributions restrictions apply? ............. 13
H.3. What restrictions are placed on the Eligible Borrower’s ability to repay existing debt? ......... 14
H.4. Is an Eligible Lender permitted to accept partial repayment of an Eligible Borrower’s existing
line of credit with the Eligible Lender? .................................................................................... 15
H.5. What restrictions are placed on an Eligible Lender’s ability to cancel or reduce any existing
committed lines of credit outstanding?................................................................................... 15
H.6. What is the Eligible Lender’s role in verifying certifications and covenants? .......................... 15
H.7. What debt and interest payments are considered “mandatory and due”? ............................ 16
H.12. How should Eligible Borrowers calculate “total compensation” for purposes of complying
with limits on compensation under the direct loan restrictions? ........................................... 17
H.13. What if an Eligible Borrower chooses, at the time of disbursement of the Main Street loan, to
calculate total compensation using the federal tax rules for all officers or employees that
were not Significant Deferred Compensation Recipients (as defined in question H.12), and
the Eligible Borrower later increases the amount of deferred compensation so that one or
more of these individuals become Significant Deferred Compensation Recipients? ............. 18
H.14. What if an Eligible Borrower that has chosen to calculate total compensation using the
federal tax rules (as permitted by question H.12) later becomes a public company? ............ 19
H.15. Is a tribal business prohibited from paying dividends or making other capital distributions to
a tribal government owner under the covenant in section 2.D of the Borrower Certifications
and Covenants?........................................................................................................................ 19
H.16. How should an Eligible Borrower that is organized as a partnership, limited liability company,
S corporation, or similar tax pass-through entity comply with restrictions on compensation
and capital distributions under the direct loan restrictions with respect to payments made to
owners of the Eligible Borrower? ............................................................................................ 20
H.17. How do the capital distribution and repurchase restrictions apply to ownership interests held
by Employee Stock Ownership Plans (ESOPs)? ........................................................................ 21
H.18. If an Eligible Borrower is sold, will the certifications and covenants apply to its successors? 22

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This document was issued on July 29, 2021 and was replaced with a new version on
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H.19. How do the compensation, capital distribution, and stock repurchase restrictions apply to an
organization in which more than one entity borrows from the Main Street Lending Program?
............................................................................................................................................ 25
H.20. Do restrictions on dividend payments and capital distributions apply to loans made by an
Eligible Borrower to an individual that is an owner of such Eligible Borrower? ..................... 25
H.21. What restrictions apply to an Eligible Borrower’s repayment of a loan made to the Eligible
Borrower by an owner of the Eligible Borrower? .................................................................... 26
H.22. Do restrictions on compensation apply to loans made by an Eligible Borrower to an
employee or officer of such Eligible Borrower? ...................................................................... 26
H.23. How should an Eligible Borrower that is an S Corporation comply with the requirement to
conduct an annual reconciliation with respect to distributions paid to cover its owners’ tax
obligations? .............................................................................................................................. 27
H.24. How should I read the term “Borrower” in the Borrower Certifications and Covenants for
multi-borrower loans? ............................................................................................................. 27
H.25. How should I read the term “Borrower” in the Lender Transaction Specific Certifications and
Covenants for multi-borrower loans?...................................................................................... 29
H.26. May Eligible Borrowers enter into arrangements with independent contractors, vendors, or
other third-party service providers, without violating the compensation or distribution
restrictions in section 4003(c)(3)(A)(ii)? .................................................................................. 31
I. Lender Information............................................................................................................. 32
I.5. How should an Eligible Lender account for the transfer of an undivided participation interest
in the loan to the Main Street SPV?......................................................................................... 32
I.6. Do the participation interests purchased by the Main Street SPV under the Program
constitute “true participations”? ............................................................................................. 33
I.7. Does the sale of participation interests to the Main Street SPV meet the criteria for a true
sale under the Bankruptcy Code? ............................................................................................ 35
I.8. Does the Main Street SPV have the right to put back the participation interests to the Eligible
Lender? .................................................................................................................................... 36
I.9. Do the participation interests purchased by the Main Street SPV potentially qualify for a
“safe harbor” in relation to FDIC resolution proceedings? ..................................................... 36
I.10. Do the participation interests purchased by the Main Street SPV potentially qualify for a
“safe harbor” in relation to NCUA resolution proceedings? ................................................... 37
I.11. Does the Servicing Agreement contemplated between the Eligible Lender and the Main
Street SPV impact whether the sale of participation interests can be considered a “true
sale”?........................................................................................................................................ 37
I.12. Will payment-in-kind (“PIK”) interest that has accrued (but has not yet been capitalized to
principal) during the period of time starting on the date when the loan agreement is funded

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to the date when the loan participation purchase is funded be allocated to the Seller (i.e.,
the Eligible Lender)? ................................................................................................................ 38
I.13. Can an Eligible Lender that is a depository institution pledge its 5% of a Main Street loan to a
Federal Reserve Bank as collateral? ........................................................................................ 38
J. Loan Participation............................................................................................................... 38
J.2. What loan-level information will the SPV collect for credit monitoring purposes? ................ 38
J.4. Under the Loan Participation Agreement, when can the Main Street SPV sell its loan
participation or elevate its loan participation into an assignment? ........................................ 39
J.5. What role will the Main Street SPV play in the event an Eligible Borrower enters distress? .. 39
J.6. How will the Main Street SPV approach decision-making with respect to its voting rights
under the Loan Participation Agreement or Co-Lender Agreement? ..................................... 40
J.7. Will the Main Street SPV assert special administrative priority under Section 507(a)(2) of the
Bankruptcy Code for its claims against an Eligible Borrower in bankruptcy proceedings? .... 40
J.8. How can an Eligible Lender obtain instructions from the Main Street SPV in relation to a
“Core Rights Act” under the Participation Agreement? .......................................................... 41
J.9. Does an Eligible Lender need the SPV’s approval before agreeing to any amendments,
waivers, or other modifications to the Main Street loan documents? ................................... 42
J.10. Can a Main Street loan be amended to add a new borrower or guarantor or release an
existing borrower or guarantor?.............................................................................................. 43
K. Regulatory Treatment ......................................................................................................... 43
K.1. What is the regulatory capital treatment for the interest in a Main Street loan retained by an
Eligible Lender? ........................................................................................................................ 43
K.2. How will Program loans be treated for supervised firms subject to stress testing? ................ 44
K.4. How will federal supervisors treat loans extended through the Main Street program? ......... 44
K.5. For an Eligible Lender that is a national bank or savings association, do lending limits apply to
the entire size of a Main Street loan, or only the percentage of a loan that is retained by the
Eligible Lender? ........................................................................................................................ 45
K.6. For Eligible Lenders that are federally insured credit unions, does the member business loan
limit apply to the entire size of a Main Street loan, or only the percentage of a loan that is
retained by the Eligible Lender? .............................................................................................. 46
K.7. For Eligible Lenders that are federally insured credit unions, does the limit on commercial
loans to one member apply to the entire size of a Main Street loan, or only the percentage
of a loan that is retained by the Eligible Lender? .................................................................... 46
K.8. Do the terms of the for-profit Main Street facilities raise concerns under the Indian Gaming
Regulatory Act (IGRA)? ............................................................................................................ 47
L. Operational Details ............................................................................................................. 47

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L.2. What information will the Federal Reserve disclose regarding the Main Street facilities? ..... 47
L.10. What type of Lender Portal security is in place, such that lenders and borrowers can be
assured that their data will be maintained securely? ............................................................. 48
M. Other Information .............................................................................................................. 49
M.1. Where should questions regarding the Program be directed? ................................................ 49
M.2. How can I receive updates regarding changes to the Program? .............................................. 49
M.3. Will the Federal Reserve provide further guidance on how to apply the terms of the Program
to individual borrowers? .......................................................................................................... 49
Appendix C: Required Financial Reporting ................................................................................. 53

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A. Purpose and Design
A.1. [Archived.]
A.2. [Archived.]
A.3. Are loans that are originated or upsized in connection with the Program
forgivable?
No. Main Street loans are full-recourse loans and are not forgivable. Under section 4003(d)(3)
of the CARES Act, the principal amount of a Main Street loan cannot be reduced through loan
forgiveness.

A.4. [Archived.]
A.5. [Archived.]
A.6. [Archived.]
A.7. [Archived.]
A.8. What provisions of the CARES Act apply to the Program?
Section 4003(b)(4) of the CARES Act authorized the Secretary of the Treasury (Secretary) to
make loans and loan guarantees to, and other investments in, programs or facilities established
by the Board for the purpose of providing liquidity to the financial system that supports lending
to eligible businesses, states, or municipalities. The Secretary committed funds appropriated
under Title IV of the CARES Act in the Main Street SPV in support of the Program. The following
restrictions of the CARES Act have been incorporated into the design of the Program:

• Eligible Business Definition: Section 4002(4) of the CARES Act prevents a business from
participating in the Program if it has “otherwise received adequate economic relief in
the form of loans or loan guarantees provided under [the Coronavirus Economic
Stabilization Act of 2020 (Subtitle A of Title IV of the CARES Act)].” Consistent with this
restriction, businesses that received “specific support” pursuant to section 4003(b)(1)-
(3) were not eligible for the Program.

• Direct Loans: Eligible Borrowers were required to commit to comply with the
restrictions that apply to direct loan programs under section 4003(c)(3)(A)(ii) of the
CARES Act, except that an S corporation or other tax pass-through entity that is an
Eligible Borrower may make distributions to the extent reasonably required to cover its
owners’ tax obligations in respect of the entity’s earnings.
• U.S. Business Requirement: Under section 4003(c)(3)(C) of the CARES Act, Eligible
Borrowers were required to be “businesses that are created or organized in the United

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States or under the laws of the United States and that have significant operations in and
a majority of its employees based in the United States.”

• Loan Forgiveness Prohibition: Under section 4003(d)(3), the principal amount of the
portion of any MSNLF Loan, NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, or
NOELF Upsized Tranche that is participated to the Main Street SPV cannot be reduced
through loan forgiveness. See question A.10 for more information about this
requirement.

• Conflicts of Interest: Under section 4019 of the CARES Act, Eligible Lenders and Eligible
Borrowers were required to certify that no “Covered Individual” owns, controls, or holds
20% or more (by vote or value) of any class of equity ownership interest in the business.
“Covered Individuals” include the President, the Vice President, the head of any
Executive Department, any Member of Congress, and certain immediate family
members of the foregoing.

A.9. [Archived.]
A.10. Can the principal amount of loans extended under Main Street be reduced?
Main Street is not a grant program and is subject to the prohibition on loan forgiveness in
section 4003(d)(3) of the CARES Act. In the event of restructurings or workouts, the Main
Street SPV may agree to reductions in interest (including capitalized interest), extended
amortization schedules and maturities, and higher priority “priming” loans.

B. MSNLF and NONLF Loans
B.1. [Archived.]
B.2. [Archived.]
B.3. [Archived.]
B.4. [Archived.]

C. MSPLF Loans
C.1. [Archived.]
C.2. [Archived.]
C.3. [Archived.]
C.4. [Archived.]

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C.5. [Archived.]
C.6. [Archived.]

D. MSELF and NOELF Upsized Tranches
D.1. [Archived.]
D.2. [Archived.]
D.3. [Archived.]
D.4. [Archived.]
D.5. [Archived.]
D.6. [Archived.]
D.7. [Archived.]
D.8. Can the Eligible Lender that sells a participation to the Main Street SPV
share its 5% retention of the MSELF or NOELF Upsized Tranche with other
members of a multi-lender facility?
No. The Eligible Lender must retain 5% of the MSELF or NOELF Upsized Tranche, even when the
underlying loan is part of a multi-lender facility. The Eligible Lender must retain 5% of the
MSELF or NOELF Upsized Tranche until (A) the MSELF or NOELF Upsized Tranche matures or
(B) neither the Main Street SPV nor a Governmental Assignee holds an interest in the loan in
any capacity, whichever occurs first.

D.9. [Archived.]
D.10. [Archived.]
D.11. [Archived.]
D.12. Is an Eligible Lender required to hold all of its position in the credit facility
underlying an MSELF Upsized Tranche for the life of the loan?
After originating an MSELF or NOELF Upsized Tranche, the Eligible Lender must retain its
interest in the credit facility underlying the MSELF or NOELF Upsized Tranche until (i) the
underlying credit facility matures, (ii) the MSELF or NOELF Upsized Tranche matures, or (iii)
neither the Main Street SPV nor a Governmental Assignee holds an interest in the MSELF or

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January 7, 2022 (see here). It is no longer effective.
NOELF Upsized Tranche in any capacity, whichever comes first.1 This requirement is intended
to apply to position(s) that an Eligible Lender holds in the underlying credit facility for
investment purposes, and is not intended to extend to the purchase or sale of short-term
positions by an Eligible Lender’s trading desk with unaffiliated parties for market-making
purposes. In order to be treated as a market-making position under this exemption, the
following conditions must be met:
(i) the position cannot be the position the Eligible Lender relied upon in order to upsize the
loan (i.e., it cannot be an Eligible Lender’s only position in the underlying credit facility);
(ii) the position must be purchased or sold by a trading desk in a transaction with an
unaffiliated party, and must be segregated from the position the lender relied upon to
upsize the loan; and
(iii) the position must be held in an available-for-sale capacity in anticipation of reasonably
expected near term demand.
If an Eligible Lender comes into possession of additional positions in the underlying credit
facility after the upsizing of such facility in connection with the MSELF or NOELF, it is not
required to retain such new positions.

E. Borrower Eligibility
E.1. [Archived.]
E.2. [Archived.]
E.3. [Archived.]
E.4. [Archived.]
E.5. [Archived.]
E.6. [Archived.]
E.7. [Archived.]
E.8. [Archived.]

1
For the avoidance of doubt, the Eligible Lender may sell down part of its interest in the underlying credit facility
before originating the MSELF or NOELF Upsized Tranche.

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This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.
E.9. Can a U.S. company that is a subsidiary of a foreign company qualify as an
Eligible Borrower?
An Eligible Borrower must be created or organized in the United States or under the laws of the
United States. For the avoidance of doubt, an Eligible Borrower may be a subsidiary of a
foreign company, provided that the borrower itself is created or organized in the United States
or under the laws of the United States, and the borrower on a consolidated basis has significant
operations in and a majority of its employees based in the United States. However, an Eligible
Borrower that is a subsidiary of a foreign company must use the proceeds of a Main Street loan
only for the benefit of the Eligible Borrower, its consolidated U.S. subsidiaries, and other
affiliates of the Eligible Borrower that are U.S. businesses. The proceeds of a Main Street loan
may not be used for the benefit of such Eligible Borrower’s foreign parents, affiliates or
subsidiaries.

E.10. [Archived.]
E.11. [Archived.]
E.12. [Archived.]
E.13. [Archived.]
E.14. [Archived.]
E.15. [Archived.]
E.16. [Archived.]
E.17. [Archived.]
E.18. [Archived.]
E.19. [Archived.]

F. Application Process
F.1. [Archived.]
F.2. [Archived.]
F.3. [Archived.]
F.4. [Archived.]

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January 7, 2022 (see here). It is no longer effective.

G. Terms and Conditions
G.1. [Archived.]
G.2. [Archived.]
G.3. [Archived.]
G.4. [Archived.]
G.5. [Archived.]
G.6. [Archived.]
G.7. [Archived.]
G.8. What constitutes “commercially reasonable efforts” or “reasonable efforts”
to maintain payroll and retain employees?
Eligible Borrowers should make commercially reasonable efforts (the standard stated in the
MSNLF, MSPLF, and MSELF term sheets) or reasonable efforts (the standard stated in the
NONLF and NOELF term sheets) to retain employees during the term of the Main Street loan.2
Specifically, an Eligible Borrower should undertake good-faith efforts to maintain payroll and
retain employees, in light of its capacities, the economic environment, its available resources,
and the business need for labor. Borrowers that have already laid-off or furloughed workers as
a result of the disruptions from COVID-19 are eligible to apply for Main Street loans.

G.9. [Archived.]
G.10. [Archived.]
G.11. [Archived.]
G.12. [Archived.]
G.13. [Archived.]
G.14. [Archived.]
G.15. [Archived.]
G.16. [Archived.]

2
While the for-profit and non-profit Main Street term sheets have used slightly different terminology, the
expectations for maintenance of payroll and employee retention are consistent among all Main Street facilities.

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G.17. [Archived.]
G.18. [Archived.]
G.19. [Archived.]
G.20. [Archived.]
G.21. Are there any prohibitions on the use of proceeds of a Main Street loan?
The Program is intended to help small and medium-sized for-profit business and nonprofit
organizations that were in sound financial condition prior to the onset of the COVID-19
pandemic maintain their operations and payroll until conditions normalize. However, Program
loans may not be used:
• with respect to an Eligible Borrower that is a subsidiary of a foreign company, for the
benefit of an Eligible Borrower’s foreign parents, affiliates, or subsidiaries (see question
E.9); or
• to refinance or accelerate payment of existing debt, except (i) at the time of origination
of an MSPLF Loan if the debt was owed to a different, unaffiliated lender (see question
C.4), or (ii) under the limited exception for mandatory and due debt and interest
payments after the origination of the Main Street loan (see question H.3).
In addition, under the Program an Eligible Borrower may not use any funds (including the
proceeds of a Main Street loan) during the term of the loan (and, in some cases, for 12 months
after the Main Street loan is repaid) for the following reasons:
• paying dividends, distributing capital, repurchasing equity, or paying compensation over
specified thresholds, except as provided under section 2.D of the MSNLF, NONLF,
MSPLF, MSELF, or NOELF Borrower Certifications and Covenants or these FAQs (see
question H.2); or
• repaying other debt ahead of schedule (see section 5.A of the MSNLF, NONLF, MSPLF,
MSELF, or NOELF Borrower Certifications and Covenants and question H.3).

G.22. [Archived.]
G.23. [Archived.]
G.24. [Archived.]
G.25. [Archived.]

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G.26. Can an Eligible Lender or Eligible Borrower hedge interest rate and credit
risk in connection with Main Street loans?
Yes. Eligible Lenders and Eligible Borrowers may hedge interest rate risk associated with Main
Street loans. Eligible Lenders may also hedge credit risk associated with a Main Street
borrower’s industry, but may not engage in borrower name specific hedging of a Main Street
loan.

G.27. [Archived.]

H. Certifications and Covenants
H.1. Are the required certifications and covenants under the three Main Street
facilities the same?
The certifications for Lenders and Borrowers vary by Main Street facility and are available
below:
• MSNLF Borrower Certifications and Covenants
• NONLF Borrower Certifications and Covenants
• MSPLF Borrower Certifications and Covenants
• MSELF Borrower Certifications and Covenants
• NOELF Borrower Certifications and Covenants
• MSNLF Lender Transaction Specific Certifications and Covenants
• NONLF Lender Transaction Specific Certifications and Covenants
• MSPLF Lender Transaction Specific Certifications and Covenants
• MSELF Lender Transaction Specific Certifications and Covenants
• NOELF Lender Transaction Specific Certifications and Covenants

H.2. What compensation, stock repurchase and capital distributions restrictions
apply?
The compensation, stock repurchase, and capital distribution restrictions that apply to direct
loan programs under section 4003(c)(3)(A)(ii) of the CARES Act apply under each of the Main
Street facilities, except that, in each case, restrictions on dividends and other capital
distributions will not apply to:
• distributions made by an S corporation or other tax pass-through entity to the extent
reasonably required to cover its owners’ tax obligations in respect of the entity’s
earnings; or

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January 7, 2022 (see here). It is no longer effective.
• distributions made by a tribal business to a tribal government owner (see question
H.15).
Detailed instructions are provided in the MSNLF, NONLF, MSPLF, MSELF, and NOELF Borrower
Certifications and Covenants.

H.3. What restrictions are placed on the Eligible Borrower’s ability to repay
existing debt?
The restrictions on repaying debt vary across the various Main Street loans:
• MSNLF, NONLF, MSELF, and NOELF: The Eligible Borrower was required to commit to
refrain from repaying the principal balance of, or paying any interest on, any debt until
the MSNLF Loan, NONLF Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche is
repaid in full, unless the debt or interest payment is mandatory and due. The Eligible
Borrower was required to commit that it will not seek to cancel or reduce any of its
committed lines of credit with the Eligible Lender or any other lender.
• MSPLF: The Eligible Borrower was required to commit to refrain from repaying the
principal balance of, or paying any interest on, any debt until the MSPLF Loan is repaid
in full, unless the debt or interest payment is mandatory and due; however, the Eligible
Borrower was permitted, at the time of origination of the MSPLF Loan, to refinance
existing debt owed by the Eligible Borrower to a lender that was not the Eligible Lender
or one of its affiliates. The Eligible Borrower was required to commit that it will not seek
to cancel or reduce any of its committed lines of credit with the Eligible Lender or any
other lender.
These covenants would not prohibit an Eligible Borrower from undertaking any of the following
actions during the term of the MSNLF Loan, NONLF Loan, MSPLF Loan, MSELF Upsized Tranche,
or NOELF Upsized Tranche:
• repaying a line of credit (including a credit card) in accordance with the Eligible
Borrower’s normal course of business usage for such line of credit;
• taking on and paying additional debt obligations required in the normal course of
business and on standard terms, including inventory and equipment financing, provided
that such debt is secured only by the newly acquired property (e.g., inventory or
equipment), and, apart from such security, is of equal or lower priority than the MSNLF
Loan, the NONLF Loan, the MSPLF Loan, the MSELF Upsized Tranche, or the NOELF
Upsized Tranche;
• taking on and paying, if mandatory and due, debt incurred as a result of participation in
the Economic Injury Disaster Loan (EIDL) program or Paycheck Protection Program
(PPP), including the extension of the PPP pursuant to the Consolidated Appropriations
Act, 2021;

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• refinancing debt that is maturing no later than 90 days from the date of such
refinancing; 3 or
• refinancing debt that existed at the time the Main Street loan was originated (“existing
debt”), regardless of the existing debt’s initial maturity date, provided that:
i. the replacement debt is of the same principal amount as the existing debt, and,
at the time the Main Street loan was originated, such existing debt was properly
included when calculating the maximum size of Main Street loan the Main
Street borrower was eligible to receive;
ii. the replacement debt is of the same priority and is secured with the same
collateral as the existing debt, and the Main Street loan was made in compliance
with the relevant Main Street facility’s priority and security requirements; and
iii. the repayment schedule of the replacement debt does not include any
payments that exceed the amount of, or are accelerated relative to, the
repayment schedule of the existing debt.

H.4. Is an Eligible Lender permitted to accept partial repayment of an Eligible
Borrower’s existing line of credit with the Eligible Lender?
The Eligible Lender would not be prevented from accepting repayments on a line of credit from
an Eligible Borrower in accordance with the Eligible Borrower’s normal course of business usage
for such line of credit.

H.5. What restrictions are placed on an Eligible Lender’s ability to cancel or
reduce any existing committed lines of credit outstanding?
An Eligible Lender was required to commit that it will not cancel or reduce any existing
committed lines of credit outstanding to the Eligible Borrower, except in an event of default.
This requirement does not prohibit the reduction or termination of uncommitted lines of credit,
the expiration of existing lines of credit in accordance with their terms, or the reduction of
availability under existing lines of credit in accordance with their terms due to changes in
borrowing bases or reserves in asset-based or similar structures.

H.6. What is the Eligible Lender’s role in verifying certifications and covenants?
An Eligible Lender was required to collect the required certifications and covenants from each
Eligible Borrower at the time of origination or upsizing. Eligible Lenders may rely on an Eligible
Borrower’s certifications and covenants, as well as any subsequent self-reporting by the Eligible
Borrower. The Eligible Lender is not expected to independently verify the Eligible Borrower’s

3
Eligible Lenders and Eligible Borrowers are expected to act in good faith with respect to this requirement and in
light of the goals of Main Street. In particular, Eligible Borrowers and Eligible Lenders are discouraged from
originating Main Street loans for the purpose of funding debt payments that are, or are presently expected to
become, mandatory by operation of a debt covenant or mandatory prepayment provision.

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certifications or actively monitor ongoing compliance with covenants required for Eligible
Borrowers under the Main Street term sheets. If an Eligible Lender becomes aware that an
Eligible Borrower made a material misstatement or otherwise breached a covenant during the
term of a Main Street loan, the Eligible Lender should notify the FRB Boston. For more detail,
please see the MSNLF, NONLF, MSPLF, MSELF, and NOELF Lender Transaction-Specific
Certifications and Covenants.

H.7. What debt and interest payments are considered “mandatory and due”?
The debt repayment covenants generally prohibit an Eligible Borrower from repaying the
principal balance of, or paying any interest on, any debt until the Main Street loan is repaid in
full, unless the principal or interest payment is “mandatory and due.” With respect to debt that
predates the Main Street loan, principal and interest payments are “mandatory and due”:
• on the future date upon which they were scheduled to be paid as of the date of
origination of the Main Street loan, or
• upon the occurrence of an event that automatically triggers mandatory prepayments
under a contract for indebtedness that the Eligible Borrower executed prior to the date
of origination of a Main Street loan, except that any such prepayments triggered by the
incurrence of new debt can only be paid:
o if such prepayments are de minimis, or
o under the MSPLF at the time of origination of an MSPLF Loan.
For the avoidance of doubt, under the Program, Eligible Borrowers may continue to pay, and
Eligible Lenders may request that Eligible Borrowers pay, interest or principal payments on
outstanding debt on (or after) the payment due date, provided that the payment due date was
scheduled prior to the date of origination of a Main Street loan. Eligible Borrowers may not
pay, and Eligible Lenders may not request that Eligible Borrowers pay, interest or principal
payments on such debt ahead of schedule during the life of the Program loan, unless required
by a mandatory prepayment clause as specifically permitted above.
For future debt incurred by the Borrower in compliance with the terms and conditions of the
Program loan, principal and interest payments are “mandatory and due” on their scheduled
dates or upon the occurrence of an event that automatically triggers mandatory prepayments.
See question H.3 above for more information about the debt payment covenants generally,
including with respect to treatment of lines of credit.

H.8. [Archived.]
H.9. [Archived.]
H.10. [Archived.]

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H.11. [Archived.]
H.12. How should Eligible Borrowers calculate “total compensation” for purposes
of complying with limits on compensation under the direct loan restrictions?
Total compensation includes salary, bonuses, awards of stock, and other financial benefits
provided by the Eligible Borrower and its affiliates to an officer or employee of the Eligible
Borrower, but does not include the value of severance pay or other benefits paid in connection
with a termination of employment. The following framework, which is represented in this
flowchart, should be used by the Eligible Borrower to calculate total compensation:
(1) Eligible Borrowers that are public companies. An Eligible Borrower that is, or is a
consolidated subsidiary of, an entity that is required to disclose information in
accordance with the Securities and Exchange Commission’s Regulation S-K
(17 CFR part 229) (a public company) must calculate total compensation according to
the methodology set out in item 402(c) of Regulation S-K (item 402(c))
(17 CFR 229.402(c)(2)).
(2) Eligible Borrowers that are not public companies. An Eligible Borrower that is not a
public company may choose to calculate compensation in a manner consistent with the
federal tax rules if the Eligible Borrower meets the criteria described in (a) or (b) below.
An Eligible Borrower that is not a public company and does not choose to calculate
compensation in a manner consistent with the federal tax rules must use item 402(c) to
calculate total compensation. An Eligible Borrower must choose which approach to use
upon disbursement of the Main Street loan and apply it for as long as the Main Street
loan is outstanding and for 12 months thereafter. However, as described in Questions
H.13 and H.14 below, an Eligible Borrower that has chosen to use the federal tax rules
may later be required to switch to using item 402(c).
(a) Small Eligible Borrowers that are not public companies. An Eligible Borrower
that is not a public company and that had gross revenues for its financial year
ending in 2019 of less than or equal to $10,000,000, may calculate total
compensation in a manner consistent with the federal tax rules.
(b) Officers and Employees that receive limited deferred compensation. An Eligible
Borrower that is not a public company and that had gross revenues for its
financial year ending in 2019 of greater than $10,000,000, may calculate
compensation in a manner consistent with the federal tax rules for all officers or
employees who are not Significant Deferred Compensation Recipients. A
Significant Deferred Compensation Recipient means an officer or employee
who, during any 12-month period beginning January 2019 and until 12 months
after the date on which the Main Street loan is no longer outstanding, has total
compensation that exceeds $425,000, out of which the fair value of deferred
compensation granted to such officer or employee exceeds 30%. Eligible

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Borrowers should use U.S. GAAP to determine which of its officers and
employees are Significant Deferred Compensation Recipients.
Deferred compensation is a legally binding right to receive compensation
awarded to an officer or employee in one taxable year but not payable until a
later taxable year, and includes stock-based compensation the fair value of
which is determined according to FASB ASC topic 718.
Eligible Borrowers that choose to calculate total compensation according to the federal tax
rules must use the timing and valuation methodology, including the valuation of fringe benefits
and bonuses, that apply for purposes of determining when amounts are treated as wages under
Internal Revenue Code section 3401(a) for income tax withholding, or net earnings from self-
employment under Internal Revenue Code section 1402(a). In addition, total compensation as
calculated under the federal tax rules includes elements of compensation paid to an officer or
employee who is either:
• an individual for whom the Eligible Borrower would be responsible for reporting
compensation on Form W-2, and includes commissions, educational assistance, and
benefits or wages that are paid in kind (such as meals or lodging) if they would be
treated as taxable compensation subject to federal income tax withholding under
Internal Revenue Code section 3401(a) applicable to U.S. citizen employees in a state or
the District of Columbia (regardless of whether the compensation paid to the individual
is actually subject to federal income tax withholding, and whether or not tax is actually
withheld); 4 or
• an individual who is a partner in a partnership or a member of a limited liability
company or other similar structure, and includes “net earnings from self-employment”
and “guaranteed payments for services” that are subject to self-employment tax under
Internal Revenue Code 1401(a) as payments in connection with the performance of
services.

H.13. What if an Eligible Borrower chooses, at the time of disbursement of the
Main Street loan, to calculate total compensation using the federal tax rules
for all officers or employees that were not Significant Deferred
Compensation Recipients (as defined in question H.12), and the Eligible
Borrower later increases the amount of deferred compensation so that one

4
See e.g., Internal Revenue Service Publication 15 and Publication 15-B, which provide a summary of the rules
applicable to employers for reporting wages, including fringe benefits.

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or more of these individuals become Significant Deferred Compensation
Recipients?
An Eligible Borrower described in (2)(b) of question H.12 must begin calculating total
compensation according to item 402(c) immediately with respect to any officer or employee
that becomes a Significant Deferred Compensation Recipient based on U.S. GAAP, and continue
doing so for the remaining period that the Main Street loan is outstanding and for 12 months
thereafter. In such cases, the Eligible Borrower must include in any such officer’s or employee’s
total compensation calculated according to item 402(c) any deferred compensation that was
granted but not paid in the preceding 90-day period. An Eligible Borrower that meets the
criteria under (2)(a) of question H.12 (i.e., had gross revenues for its financial year ending in
2019 of less than or equal to $10,000,000) at the time of loan disbursement and chooses to use
the federal tax rules to calculate total compensation is not required to use item 402(c) for any
employee or officer that is or becomes a Significant Deferred Compensation Recipient at any
time, unless it becomes a public company.

H.14. What if an Eligible Borrower that has chosen to calculate total compensation
using the federal tax rules (as permitted by question H.12) later becomes a
public company?
Any Eligible Borrower that becomes a public company must calculate total compensation
according to item 402(c). With respect to any officer or employee whose total compensation
had been calculated in a manner consistent with the federal tax rules, the Eligible Borrower
must begin calculating such individual’s total compensation under item 402(c) immediately
upon becoming a public company, and must include in their total compensation any deferred
compensation granted but not paid in the 90-day period ending when the Eligible Borrower
became a public company.

H.15. Is a tribal business prohibited from paying dividends or making other capital
distributions to a tribal government owner under the covenant in section
2.D of the Borrower Certifications and Covenants?
Dividends or other capital distributions paid by tribal businesses provide a vital source of
revenue for tribal governments and thereby support the self-sufficiency of the tribe and the
provision of social services. The Secretary exercised his authority under section
4003(c)(3)(A)(iii) of the CARES Act to grant a waiver from the dividend prohibition in section
4003(c)(3)(A)(ii)(II) of the CARES Act to permit a tribal business, the ownership interests of
which are wholly or majority owned by one or more tribal governments, to pay dividends or
make equivalent capital distributions to its tribal government owners. The term “tribal
government” as used in this FAQ refers to a federally or state recognized Indian tribe and does
not include Alaska Native corporations.

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A tribal business with ownership interests that are held by individuals or investors other than
the tribal government may pay dividends or make equivalent capital distributions to its tribal
government owner(s), but remains subject to the prohibition on payment of dividends and
other capital distributions with respect to ownership interests held by individuals or investors
other than a tribal government. However, a tribal business that is organized as an
S corporation or other tax pass-through entity is permitted to pay dividends or make other
capital distributions to non-tribal government owners, to the extent reasonably required to
cover the owners’ tax obligations in respect of the company’s earnings, as described in question
H.2.
A tribal business, the ownership interests of which are wholly or majority owned by one or
more tribal governments, should consider this FAQ incorporated by reference into the MSNLF,
MSPLF, or MSELF Borrower Certifications and Covenants and may rely on this FAQ in relation to
covenants required by section 2.D of each Borrower Certifications and Covenants document.
For the avoidance of doubt, transfers from tribal economic enterprises that do not have a
distinct legal personality to the related tribal government are not considered dividends and are
permitted, subject to the terms of the loan agreement.

H.16. How should an Eligible Borrower that is organized as a partnership, limited
liability company, S corporation, or similar tax pass-through entity comply
with restrictions on compensation and capital distributions under the direct
loan restrictions with respect to payments made to owners of the Eligible
Borrower?
All Eligible Borrowers were required to commit to comply with the repurchase, capital
distribution, and compensation restrictions that apply to direct loan programs under section
4003(c)(3)(A)(ii) of the CARES Act. As described in the Borrower Certifications and Covenants,
the restrictions on capital distributions apply to payments made with respect to common stock
or equivalent interests in a partnership, limited liability company, business organized as a trust,
or other legal entity. In addition, an Eligible Borrower is subject to limitations on compensation
of any officer or employee whose total compensation exceeds $425,000 (see question H.12).
In some cases, an employee or officer that is covered by the limitations on compensation may
also be a shareholder, partner, or member of the Eligible Borrower. In complying with both
sets of restrictions, the Eligible Borrower must distinguish between (i) compensation of the
employee or officer and (ii) dividends and other capital distributions paid to owners, including
the employee or officer. The discussion below provides guidance on distinguishing between
stock- or equity-based compensation and capital distributions paid with respect to common
stock or common stock equivalents.
Corporations: As described in question H.12, Eligible Borrowers must calculate total
compensation according to item 402(c) unless the Eligible Borrower meets the criteria and

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chooses to calculate total compensation according to the federal tax rules. Stock-based
compensation, such as stock options, is included in total compensation according to
methodology described in item 402(c) or the federal tax rules. The award of stock-based
compensation would not be considered a capital distribution and, accordingly, would not be
subject to restrictions on capital distributions. However, dividend payments made on such
stock of the Eligible Borrower owned by the officer or employee would be prohibited under the
restrictions on capital distributions, except in the case of dividend distributions made to the
owner of an S corporation that are reasonably required to cover its owners’ tax obligations in
respect of the Eligible Borrower’s earnings. 5
Partnerships and Limited Liability Companies: As described in question H.12, Eligible
Borrowers must calculate total compensation according to item 402(c) unless the Eligible
Borrower meets the criteria and chooses to calculate total compensation according to the
federal tax rules. An officer or employee may receive awards in connection with the
performance of services in the form of an interest in the partnership or limited liability
company, including a capital or profits interest.6 With respect to an award of a capital or profits
interest in connection with services, the value of the award, if any, would be included in total
compensation according to the methodology described in item 402(c) or the federal tax rules,
as applicable. The award of an interest in a partnership or limited liability company would not
be considered a capital distribution and, accordingly, would not be subject to restrictions on
capital distributions. However, the Eligible Borrower would be prohibited from making a
distribution with respect to a partnership or limited liability company interest, including a
capital or profits interest, except to the extent reasonably required to cover its owners’ tax
obligations in respect of the Eligible Borrower’s earnings. 7

H.17. How do the capital distribution and repurchase restrictions apply to
ownership interests held by Employee Stock Ownership Plans (ESOPs)?
Eligible Borrowers were required to commit to comply with the repurchase, capital distribution,
and compensation restrictions that apply to direct loan programs under section 4003(c)(3)(A)(ii)
of the CARES Act. In some cases, shares of common stock of the Eligible Borrower may be held
by an employee stock ownership plan (ESOP). The bullets below discuss how the restrictions on

5
Permitted dividends and other distributions by an Eligible Borrower to cover its owners’ tax obligations shall be
subject to an annual reconciliation, with any surplus or deficiency to be deducted from or added to distributions,
as applicable, in the following year. In addition, equity interests in an Eligible Borrower that provide for mandatory
or preferential payment of dividends or other distributions shall be subject to these restrictions unless both the
equity interest and the obligation to pay dividends or distributions existed as of March 27, 2020.
6
The term “officer or employee” is defined in Section 2.D of the Certifications and Covenants and includes an
individual that provides compensated services to a partnership or limited liability company that is taxed as a
partnership.
7
See footnote 5.

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stock repurchases and capital distributions would apply to ownership interests held by the
ESOP.
• Restrictions on repurchases and redemptions. In general, and as discussed in the
Borrower Certifications and Covenants, an Eligible Borrower is restricted from
repurchasing or redeeming an equity security issued by the Eligible Borrower or its
parent company if such equity security is listed on a national securities exchange.
Restrictions would therefore not apply to a repurchase or redemption of an equity
security not listed on a national exchange. For example, an ESOP that holds shares of a
non-public company that has an obligation to repurchase any shares allocated to the
employee’s ESOP account upon the employee’s retirement or termination of
employment would not be prohibited under these restrictions from making such
repurchases. In addition, the restrictions on repurchases and redemptions do not apply
to repurchases or redemptions required under a contractual obligation that was in
effect as of March 27, 2020.
• Restrictions on capital distributions. Eligible Borrowers are also subject to restrictions
on dividends and other capital distributions made with respect to common stock or
equivalent interests in a partnership, limited liability company, business organized as a
trust, or other legal entity. The rules regarding restrictions on capital distributions
would apply to a corporation that maintains an ESOP that holds shares of the company
stock. The restrictions on dividends and other capital distributions do not apply to
repurchases or redemptions, which are governed by the separate restriction in CARES
Act section 4003(c)(3)(A)(ii)(I), discussed immediately above. A dividend or other capital
distribution with respect to an Eligible Borrower’s common stock or an equivalent
interest held by an ESOP would be subject to restrictions on capital distributions, unless
both the equity interest and the obligation to pay dividends or distributions existed as of
March 27, 2020.

H.18. If an Eligible Borrower is sold, will the certifications and covenants apply to
its successors?
An Eligible Borrower was required to commit to comply with the certifications and covenants
included in the Borrower Certifications and Covenants, including the repurchase, capital
distribution, and compensation restrictions that apply to direct loan programs under section
4003(c)(3)(A)(ii) of the CARES Act (collectively, “Direct Loan Restrictions”). If an Eligible
Borrower is acquired or otherwise merged into another business, the acquiring or resulting
entity would generally assume all rights and obligations of the Eligible Borrower, including the
rights and obligations of the predecessor entity under a Main Street loan. In all cases, an
Eligible Borrower should first ensure that any proposed sale complies with the terms of the
Main Street loan agreement so long as that Main Street loan remains outstanding, and that all
required consents or waivers are obtained.

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Below are examples of how Direct Loan Restrictions would apply to an Eligible Borrower, or a
purchasing entity, after an acquisition or merger.

• Scenario 1: Company A, an Eligible Borrower, sells all or substantially all of its assets to
Company B.
A sale of substantially all of Company A’s assets in any transaction or series of transactions
would be a Core Rights Act as defined in the Loan Participation Agreement if it results in
a release of all or substantially all of the collateral pledged under the Main Street loan,
and would require the Main Street SPV’s prior approval.
As a condition of its approval, the Main Street SPV will require that Company B assume
all rights and obligations under the Main Street loan, including any Direct Loan
Restrictions, unless the exception immediately below applies. Therefore, Company B will
be required to execute the required Borrower Certifications and Covenants.
To the extent the Main Street loan is repaid in full as the result of the sale to a bona fide
third party buyer, Company A would remain subject to any Direct Loan Restrictions,
including without limitation any restrictions on capital distribution, that survive for 12
months after the loan is repaid. In this scenario, Company B would not be required to
execute the required Borrower Certifications and Covenants. A bona fide third-party
buyer is a party who had no previous direct or indirect ownership interests in, affiliation
with, or immediate family connection to individuals with direct or indirect ownership
interests in Company A.

• Scenario 2: Company A, an Eligible Borrower, sells some, but not substantially all, of its
assets to Company B.
In this scenario, Company A would likely retain its rights and obligations under the Main
Street loan, including any Direct Loan Restrictions, and Company B would not assume any
rights or obligations under the Main Street loan, unless so provided as part of the
commercial transaction, including if required by the Main Street lender under the credit
agreement. To the extent the Main Street loan is repaid, Company A would remain
subject to any Direct Loan Restrictions, including without limitation any restrictions on
capital distribution, that survive for 12 months after the loan is repaid.
Note that, to the extent that the assets in question are pledged as collateral to the Main
Street loan, the collateral release could be considered a Core Rights Act as defined in the
Loan Participation Agreement if it constitutes, in any transaction or series of transactions,
a release of all or substantially all of the value of the collateral under the Main Street loan
and would require the Main Street SPV’s prior approval.

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• Scenario 3: Shareholder X (the current owner of Company A, an Eligible Borrower) sells
all or some of their shares in Company A to Shareholder Y.
In this scenario, Company A continues to exist as a company but is under different
ownership. Company A would retain its rights and obligations under the Main Street loan,
including its obligations under the Direct Loan Restrictions. To the extent the Main Street
loan is repaid, Company A would remain subject to any Direct Loan Restrictions, including
without limitation any restrictions on capital distribution, that survive for 12 months after
the loan is repaid.
Note that to the extent that Shareholder X is a guarantor of the Main Street loan, a release
of Shareholder X as a guarantor could be considered a Core Rights Act as defined in the
Loan Participation Agreement if it constitutes a release of all or substantially all of the
value of the guaranties under the Main Street loan and would require the Main Street
SPV’s prior approval.

• Scenario 4: Company A merges into Company B. Company A ceases to have a separate
corporate existence.
In this scenario, Company A would no longer exist and Company B would assume all rights
and obligations under the Main Street loan, including the Direct Loan Restrictions.
Company B would be subject to the Borrower Certifications and Covenants, whether by
operation of law or as a condition of the transaction. To the extent the Main Street loan
is repaid, Company B would remain subject to any Direct Loan Restrictions, including
without limitation any restrictions on capital distribution, that survive for 12 months after
the loan is repaid.

• Scenario 5: All shares of Company A are purchased by Company B. Company A becomes
a subsidiary of Company B.
Like in Scenario 3, Company A continues to exist as a company but is under different
ownership. Company A would retain its rights and obligations under the Main Street loan,
including its obligations under the Direct Loan Restrictions. Company B would not be
subject to any rights or obligations under the Main Street loan, except to the limited
extent they apply to affiliates of the Eligible Borrower under the Direct Loan Restrictions
(see section 2.D of the Instructions to the Borrower Certifications and Covenants and
these FAQs), or if required by the Main Street lender. To the extent the Main Street loan
is repaid, Company A would remain subject to any Direct Loan Restrictions, including
without limitation any restrictions on capital distribution, that survive for 12 months after
the loan is repaid.
For any other fact pattern involving the sale or transfer of shares or assets of a Main Street
borrower, the lender may contact the Main Street SPV to determine the application of Program
requirements.

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H.19. How do the compensation, capital distribution, and stock repurchase
restrictions apply to an organization in which more than one entity borrows
from the Main Street Lending Program?
The restrictions on compensation, stock repurchase, and capital distributions apply to the
Eligible Borrower. Accordingly, if two affiliates borrow from the Main Street Lending Program
each would be subject to the restrictions on compensation, capital distributions, and stock
repurchases. Note that some restrictions also affect affiliates that are not borrowers. For
example, the calculation of total compensation includes salary, bonuses, awards of stock, and
other financial benefits received by an officer or employee from the Eligible Borrower and its
affiliates. In addition, the Eligible Borrower may be restricted from repurchasing shares of its
parent(s) if those shares are traded on a national exchange, as explained further in the
Borrower Certifications and Covenants.

H.20. Do restrictions on dividend payments and capital distributions apply to loans
made by an Eligible Borrower to an individual that is an owner of such
Eligible Borrower?
A loan made by an Eligible Borrower after origination of a Main Street loan to an individual who
is an owner of the Eligible Borrower is presumed to be a capital distribution unless the loan is (i)
bona fide and (ii) either repaid according to its terms, or the lender (in this case the Eligible
Borrower) exercises its rights as a creditor upon default. 8 A loan will be considered bona fide if
(i) it is a written instrument with a stated interest rate and a stated maturity date; (ii) it has
terms that are at least as favorable to the Eligible Borrower as market terms for similar loans at
the time of origination; 9 (iii) the lender (in this case the Eligible Borrower) has a reasonable
expectation of repayment, including that payments on the loan are not deferred; (iv) the debt is
enforceable under state law; and (v) the lender (in this case the Eligible Borrower) has remedies
upon default (e.g., a security interest or position with respect to other creditors).
A loan made before origination of the Main Street loan to an individual who is an owner will be
presumed to be a capital distribution if it is forgiven or discharged, in whole or in part, or if the
Eligible Borrower does not exercise its rights as a creditor.
Eligible Borrowers are subject to compensation, stock repurchase, dividend payment, and
capital distribution restrictions that apply to direct loan programs under
section 4003(c)(3)(A)(ii) of the CARES Act. In determining whether a transaction is a capital
distribution or dividend payment, and therefore subject to the restrictions under
section 4003(c)(3)(A)(ii) of the CARES Act, the Eligible Borrower is required to review and

8
Includes draws on existing lines of credit, renewals of existing loans, or amendments to an existing loan that
results in the terms of the loan becoming more favorable to the owner.
9
Market terms means the prevailing terms at the time of origination. Market terms should be demonstrated,
preferably by receipt of one or more written offers from an unaffiliated lender for a similar loan.

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consider the instructions to the Borrower Certifications and Covenants, the FAQs, and the
purpose of and economic result of the transaction. Transactions that circumvent or evade the
restrictions that apply under section 4003(c)(3)(A)(ii) will be viewed as a violation of these
restrictions.

H.21. What restrictions apply to an Eligible Borrower’s repayment of a loan made
to the Eligible Borrower by an owner of the Eligible Borrower?
The Eligible Borrower’s repayment of a loan made to it by an owner would not be considered a
capital distribution provided that the loan is a bona fide loan and repayment is made when
mandatory and due (see question H.20). A loan will be considered bona fide if (i) it is a written
instrument with a stated interest rate, a stated maturity date, and terms that are at least as
favorable to the Eligible Borrower (in this case the borrower) as market terms for similar loans
at the time of origination; (ii) the lender (in this case the owner) has a reasonable expectation
of repayment, including that payments on the loan are not deferred; (iii) the debt is
enforceable under state law; and (iv) the lender (in this case the owner) has remedies upon
default (e.g., a security interest or position with respect to other creditors).
In addition, as described in question C.4, an Eligible Borrower may, at the time of origination of
an MSPLF Loan, use the proceeds of such loan to prepay existing debt that is outstanding and
owed to lenders other than the Eligible Lender.10
Finally, as indicated in question H.20, transactions that circumvent or evade the restrictions
that apply under section 4003(c)(3)(A)(ii) of the CARES Act will be viewed as a violation of these
restrictions.

H.22. Do restrictions on compensation apply to loans made by an Eligible
Borrower to an employee or officer of such Eligible Borrower?
In determining whether a loan by an Eligible Borrower to its employee or officer is
compensation and therefore subject to the restrictions on compensation under section
4003(c)(A)(ii) of the CARES Act, the Borrower is required to review and consider the instructions
to the Borrower Certifications and Covenants, these FAQs (including the definition of total
compensation in question H.12), as well as the purpose of and economic result of the
transaction. As described in question H.12, Eligible Borrowers must calculate total
compensation according to item 402(c) unless the Eligible Borrower meets the criteria and
chooses to calculate total compensation according to the federal tax rules. An Eligible
Borrower is required to determine whether a loan, or whole or partial forgiveness or discharge
of a loan, would be considered compensation to an officer or employee according to these

10
An owner also may make a new loan to the Eligible Borrower while a Main Street loan is outstanding, provided
that all Program requirements are observed (including the requirement that the Main Street loan does not become
contractually subordinated to the new loan extended by the owner). See Appendix B, Section I.

26
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January 7, 2022 (see here). It is no longer effective.
rules. 11 Under the federal tax rules, for example, the whole or partial forgiveness or discharge
of a loan may be included in total compensation. Similarly, the amount of the canceled debt,
interest or principal, generally is considered income and reported for the year the cancellation
occurs. In addition, an individual who receives a loan with a below market interest rate may
have imputed compensation determined in accordance with the federal tax rules.
Transactions that circumvent or evade the restrictions that apply under section 4003(c)(3)(A)(ii)
of the CARES Act will be viewed as a violation of these restrictions.

H.23. How should an Eligible Borrower that is an S Corporation comply with the
requirement to conduct an annual reconciliation with respect to
distributions paid to cover its owners’ tax obligations?
A Borrower that is an S corporation or other tax pass-through entity may make distributions in
respect of its common stock equivalents to the extent reasonably required to cover its owners’
tax obligations in respect of the entity’s earnings. Such distributions shall be subject to an
annual reconciliation, with any surplus or deficiency to be deducted from or added to
distributions, as applicable, in the following year. This provision applies based on an owners’
tax obligations and, accordingly, is based on the owners’ tax year. For the same reason, the
payment should be reconciled to the owner’s tax liability.

H.24. How should I read the term “Borrower” in the Borrower Certifications and
Covenants for multi-borrower loans?
Each co-borrower in a multi-borrower loan was required todeliver to the Eligible Lender a set of
Borrower Certifications and Covenants for the appropriate Main Street facility, which must be
completed and signed by such co-borrower’s principal executive officer and principal financial
officer. If, for example, there are three co-borrowers, each with the same principal executive
officer and principal financial officer, three sets of Borrower Certifications and Covenants must
be executed by the same officers in respect of the three different co-borrowers.
Each set of certifications should accurately identify the relevant co-borrower in the “Name of
the Borrower” field. References to “Borrower” throughout the MSNLF, MSPLF, MSELF, NONLF,
and NOELF Borrower Certifications and Covenants mean only the co-borrower identified in the
“Name of the Borrower” field in such document, except that:
i. For the MSNLF, MSPLF, and MSELF Borrower Certifications and Covenants:
a. co-borrowers may elect to supply aggregated financial information and an
aggregated EBITDA calculation in relation to section 4.A of the MSNLF, MSPLF,

11
See section 2.D of the MSNLF, NONLF, MSPLF, MSELF, and NOELF Borrower Certifications and Covenants for a
definition of “officer or employee.”

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and MSELF Borrower Certifications and Covenants, where permitted by the
Eligible Lender; 12 and
b. for the MSPLF, co-borrowers may elect to submit aggregated Lien and Collateral
Valuation Reporting in relation to section 4.C of the MSPLF Borrower
Certifications and Covenants, where permitted by the Eligible Lender.
ii. For the NONLF and NOELF Borrower Certifications and Covenants:
a. a co-borrower that is a wholly owned subsidiary of a parent Nonprofit
Organization:
i. may elect, with its parent Nonprofit Organization, to supply consolidated,
parent-level financial records related to the borrower eligibility criteria
described in Borrower eligibility criteria (7)-(9) of the NONLF and NOELF
term sheets, where permitted by the Eligible Lender, and such
consolidated eligibility criteria will be deemed the eligibility criteria for
each co-borrower subsidiary and its parent Nonprofit Organization;
ii. must, if it is not recognized as tax-exempt under section 501(c)(3)
independently from its parent, reasonably determine, in a written record
maintained by the organization, that it is an organization described in
section 501(c)(3) of the IRC; and
iii. must ascertain its eligibility under Borrower eligibility criteria (1)-(2) of
the NONLF and NOELF term sheets on a standalone basis, and under
criteria (5)-(6) on a consolidated basis with its parent Nonprofit
Organization.
b. a co-borrower that is not a wholly owned subsidiary of a parent Nonprofit
Organization, or that has not elected to supply consolidated, parent-level
financial records related to the borrower eligibility criteria in (7)-(9) of the
NONLF and NOELF term sheets, must supply standalone financial records related
to such borrower eligibility criteria.

12
If an Eligible Lender permits co-borrowers to submit aggregated financial information and EBITDA calculations,
the Eligible Lender should instruct the co-borrowers to use the Eligible Lender’s typical practices to aggregate such
information in a manner that accounts for transactions between the co-borrowers and accurately reflects the
financial position of the co-borrowers and their ability to repay the loan (e.g., in a manner that avoids double
counting of revenues, assets, or liabilities). Each co-borrower should reference section 4.A of the MSNLF, MSPLF,
and MSELF Borrower Certifications and Covenants, as well as question H.10, to determine if they are able to
submit consolidated financial statements, which may then be aggregated with other co-borrowers, if relevant and
permitted by the Eligible Lender.

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H.25. How should I read the term “Borrower” in the Lender Transaction Specific
Certifications and Covenants for multi-borrower loans?
In the MSNLF, MSPLF, MSELF, NONLF, and NOELF Lender Transaction Specific Certifications and
Covenants, “Name of the Borrower” will be populated by the Portal to include the name of
each and every co-borrower identified in the Portal. References to the “Borrower” throughout
the document will be understood to mean “collectively, the co-borrowers named in the Lender
Transaction Specific Certifications and Covenants,” with the following exceptions:
i. For the MSNLF, MSPLF, and MSELF Lender Transaction Specific Certifications and
Covenants:
a. Section 1.A – Due Inquiry with Respect to Formation: Each co-borrower must
be a “Business” that was established prior to March 13, 2020. Therefore, the
Eligible Lender must receive documentation from each co-borrower evidencing
that co-borrower’s legal formation certified by the appropriate governmental
authority, and take those steps to verify such formation as are required under
the Eligible Lender’s ordinary underwriting policies and procedures.
b. Section 1.B – Delivery of Borrower Certifications and Covenants: Each co-
borrower must submit its own Borrower Certifications and Covenants.
References to the Borrower Certifications and Covenants throughout the Lender
Transaction Specific Certifications and Covenants should be read to include each
co-borrower’s Borrower Certifications and Covenants.
c. Sections 2.H, 2.I, and 2.J – EBITDA Requirements: Each co-borrower must
submit financial information and a calculated 2019 adjusted EBITDA for such co-
borrower, except that co-borrowers may elect to aggregate their financials and
2019 adjusted EBITDA, if permitted by the Eligible Lender.13

13
While co-borrowers may individually submit financial information and EBITDA calculations, the maximum loan
size must be determined in reference to the adjusted 2019 EBITDA and existing outstanding and undrawn available
debt of “the Borrower” (i.e., collectively, all of the co-borrowers). The Eligible Lender should use (or should
require the co-borrowers to use, as applicable) its typical practices in order to aggregate financial information in a
manner that accounts for transactions between the co-borrowers and accurately reflects the financial position of
the co-borrowers and their ability to repay the loan (e.g., in a manner that avoids double counting of revenues,
assets, or liabilities).
Therefore, to calculate maximum loan size, the aggregate adjusted 2019 EBITDA and aggregate existing
outstanding and undrawn available debt of “the Borrower” should be used for section 2.H of the MSNLF, MSPLF,
and MSELF Lender Transaction Specific Certifications and Covenants; the aggregate adjusted 2019 EBITDA and
aggregate existing outstanding and undrawn available debt of “the Borrower” and its affiliates should be used for
section 2.I of the MSNLF, MSPLF, and MSELF Lender Transaction Specific Certifications and Covenants; and, if, on
an aggregated basis, all or substantially all of the assets of the Borrower comprise equity interests in other entities,
then the Borrower must identify Selected Subsidiaries and the maximum loan size would be constrained by such
Selected Subsidiaries’ aggregate adjusted 2019 EBITDA and aggregate existing outstanding and undrawn available
debt.

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d. Section 3.B of the MSPLF Lender Transaction-Specific Certifications and
Covenants: Each MSPLF co-borrower must submit its own Lien and Collateral
Value Reporting, except that the co-borrowers may elect to aggregate such
reporting if permitted by the Eligible Lender.
ii. For the NONLF and NOELF Borrower Certifications and Covenants:
a. Section 1.A – Nonprofit Status and Due Inquiry with Respect to Formation:
Each co-borrower must be a Nonprofit Organization that has been in continuous
operation since January 1, 2015. The Eligible Lender must receive
documentation from each co-borrower evidencing that co-borrower’s legal
formation certified by the appropriate governmental authority, and take those
steps to verify such formation as are required under the Eligible Lender’s
ordinary underwriting policies and procedures.
b. Section 1.B – Delivery of Borrower Certifications and Covenants: Each co-
borrower must submit its own Borrower Certifications and Covenants.
References to the Borrower Certifications and Covenants throughout the Lender
Transaction Specific Certifications and Covenants should be read to include each
co-borrower’s Borrower Certifications and Covenants.
c. Sections 2.G, 2.I, and 2.J – Maximum Loan Size: Each co-borrower must submit
financial information and a calculated 2019 revenue for such co-borrower,
except that co-borrowers may elect to aggregate their financials and 2019
revenue, if permitted by the Eligible Lender.14
d. Section 2.H: Each co-borrower must submit financial information and records to
determine compliance with the borrower financial eligibility criteria in (7)-(9) of
the NONLF and NOELF term sheets, except that a co-borrower that is a wholly
owned subsidiary of a parent Nonprofit Organization may elect to provide
consolidated, parent-level financial records related to the borrower eligibility
criteria in (7)-(9) of the NONLF and NOELF term sheets.

14
While co-borrowers may individually submit financial information and 2019 revenue calculations, the maximum
loan size must be determined in reference to the average 2019 quarterly revenue of “the Borrower” (i.e.,
collectively, all of the co-borrowers). The Eligible Lender should use (or should require the co-borrowers to use, as
applicable) its typical practices in order to aggregate financial information in a manner that accounts for
transactions between the co-borrowers and accurately reflects the financial position of the co-borrowers and their
ability to repay the loan (e.g., in a manner that avoids double counting of revenues, assets, or liabilities).
Therefore, to calculate maximum loan size, the aggregate average 2019 quarterly revenue of “the Borrower”
should be used for section 2.G of the NONLF and NOELF Lender Transaction Specific Certifications and Covenants;
the aggregate average 2019 quarterly revenue of “the Borrower” and its affiliates should be used for section 2.I of
the NONLF and NOELF Lender Transaction Specific Certifications and Covenants; and, if, on an aggregated basis, all
or substantially all of the assets of the Borrower comprise equity interests in other entities, then the Borrower
must identify Selected Subsidiaries and the maximum loan size would be constrained by such Selected
Subsidiaries’ aggregate average 2019 quarterly revenue.

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For the avoidance of doubt, a notice or report made to an Eligible Lender by any co-borrower is
a notice or report made by “the Borrower.” 15 Further, requirements referencing the other
loans, obligations, or “Loans or Debt Instruments” of “the Borrower” include the other loans,
obligations, or Loans or Debt Instruments, of all co-borrowers in any capacity, and not solely
the other loans, obligations, or Loans or Debt Instruments, jointly shared by the co-borrowers.16
In addition, in the case of the MSELF and NOELF, all co-borrowers must be borrowers on the
underlying credit facility being upsized. Finally, acceleration of a loan made to any of the co-
borrowers should trigger the cross-acceleration clause required under section 2.N of the Lender
Transaction Specific Certifications and Covenants.

H.26. May Eligible Borrowers enter into arrangements with independent
contractors, vendors, or other third-party service providers, without
violating the compensation or distribution restrictions in section
4003(c)(3)(A)(ii)?
In general, Eligible Borrowers may enter into arrangements with independent contractors,
vendors, or third-party service providers without violating the compensation or distribution
restrictions under section 4003(c)(3)(A)(ii) of the CARES Act to the extent such arrangements
are bona fide and are not undertaken to circumvent or evade such restrictions. As of
April 9, 2021, certain arrangements would be presumed to be an evasion of 4003(c)(3)(A)(ii):
• Officers or Employees. Any compensation received by an officer or employee of the
Eligible Borrower from the Eligible Borrower or its affiliates indirectly through an
independent contractor, vendor, or other third-party contractual arrangement, would
be presumed to be part of the “total compensation” received by such officer or
employee for purposes of the compensation restrictions. For example, compensation
from a third-party vendor of the Eligible Borrower would be considered to be provided
indirectly by the Eligible Borrower if the officer or employee’s labor for the vendor
benefits the Eligible Borrower or is conducted for its account.
• Former Officers or Employees. In the case of a former officer or employee of the
Eligible Borrower whose employment terminated during the term of the Main Street
loan (or in the six months preceding the origination of the Main Street loan), an
independent contractor, vendor, or third-party service provider arrangement would be
presumed to be an evasion of the compensation restrictions if any of the following

15
See, e.g., sections 2.G, or 2.I of the MSNLF, MSPLF, MSELF, NONLF, and NOELF Lender Transaction Specific
Certifications and Covenants, section 5.B of the MSNLF and NONLF Lender Transaction Specific Certifications and
Covenants, and section 6.B of the MSPLF, MSELF, and NOELF Lender Transaction Specific Certifications and
Covenants.
16
See section 2.K of the MSNLF, MSPLF, MSELF, NONLF, and NOELF Lender Transaction Specific Certifications and
Covenants, section 3 of the MSPLF, MSELF and NOELF Lender Transaction Specific Certifications and Covenants,
section 4.A. of the MSNLF and NONLF Lender Transaction Specific Certifications and Covenants, and section 5.A. of
the MSPLF Lender Transaction Specific Certifications and Covenants.

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conditions are met: (i) there is not a material change in the responsibilities of the
former officer or employee that reflects the difference between an employer/employee
and a contractual relationship; (ii) the only client(s) of the independent contractor,
vendor, or third-party service provider are the Eligible Borrower and/or its affiliates; or
(iii) the Eligible Borrower cannot demonstrate that the former officer or employee is
providing bona fide services to the Eligible Borrower or its affiliates on terms that are at
least as favorable to the Eligible Borrower or its affiliates as market terms for similar
arrangements.
• Holders of Equity Interests in the Borrower. Any payments received by the holder of an
equity interest in an Eligible Borrower as a result of an independent contractor, vendor,
or third-party contractual arrangement would be presumed to be a capital distribution,
unless the recipient provides bona fide services for the Eligible Borrower and the
contract is on terms that are at least as favorable to the Eligible Borrower as market
terms for similar arrangements.
Any evasion analysis would focus on the substance of the payments, as opposed to the
technicalities of the legal structure.

I. Lender Information
I.1. [Archived.]
I.2. [Archived.]
I.3. [Archived.]
I.4. [Archived.]
I.5. How should an Eligible Lender account for the transfer of an undivided
participation interest in the loan to the Main Street SPV?
The transfer of an undivided participation interest in an MSNLF Loan, NONLF Loan, MSPLF Loan,
MSELF Upsized Tranche, or NOELF Upsized Tranche is structured with the intent to (a) meet the
accounting definition of a participating interest; (b) qualify as a true sale under the Bankruptcy
Code; and (c) meet the criteria for sale accounting outlined in ASC 860, Transfers and Servicing.
The Federal Reserve expects that an Eligible Lender would generally be able to support the
conclusion that the transfer of a participation interest in an MSNLF Loan, NONLF Loan, MSPLF
Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche made in accordance with the Program
requirements qualifies for sale accounting under ASC 860. However, an Eligible Lender will
need to evaluate any entity-specific considerations in determining the appropriate conclusion.

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For the MSELF and NOELF, the accounting considerations described above relate to situations
where an Eligible Lender has appropriately concluded that the MSELF or NOELF Upsized
Tranche is a separate and distinct unit of account for accounting purposes. This conclusion will
vary depending on transaction-specific considerations as an Eligible Lender has the ability to
customize certain details that may be pertinent to the unit of account analysis. Factors that an
Eligible Lender should consider in evaluating whether the MSELF or NOELF Upsized Tranche can
be considered a separate and distinct unit of account, apart from the existing term loan or
revolving credit facility, for accounting purposes include, but are not limited to:
• the characteristics of the MSELF or NOELF Upsized Tranche compared to the
characteristics of the existing term loan or revolving credit facility (e.g., maturity date,
amortization schedule, collateral requirement, payment date, and interest rate); and
• how an Eligible Lender operationalizes the MSELF or NOELF Upsized Tranche, including
whether scheduled principal and interest payments are commingled with payments on
the existing term loan or revolving credit facility, whether the payments made by the
Eligible Borrower clearly indicate which loan the payment is intended to settle, and
whether the Eligible Lender separately maintains detailed record-keeping.
Federal Reserve staff has discussed the broad terms and intent of the Program with staff of the
SEC’s Office of the Chief Accountant (OCA). OCA staff have indicated they are available for
consultation on an entity’s specific facts and circumstances as needed.

I.6. Do the participation interests purchased by the Main Street SPV under the
Program constitute “true participations”?
The Federal Reserve has designed the legal forms and agreements to facilitate a determination
that the participation interests purchased by the Main Street SPV in MSNLF Loans, NONLF Loans
MSPLF Loans, MSELF Upsized Tranches, or NOELF Upsized Tranches are “true participations.”
As such, the participation interests by the Main Street SPV have characteristics of true
participations under the Bankruptcy Code, including the following:
• Sections 2.1(c) and 4.3 of the Participation Agreement explicitly reflect the intention of
the parties to effect a true sale. Section 2.1(b) of the Participation Agreement provides
that it is the parties’ intent to sell an undivided participation interest in 95% of an
MSNLF Loan, an NONLF Loan, an MSPLF Loan, an MSELF Upsized Tranche, or an NOELF
Upsized Tranche. Further, sections 4.3 and 5.3 of the Participation Agreement state that
there is a complete and irrevocable transfer by the Eligible Lender of the rewards and
risks of ownership of the participation interest. Further, section 2.1(d) makes clear that
the participation interest cannot be put-back, voided, or rescinded. While the Eligible
Lender will retain bare legal title to the portion of the MSNLF Loan, NONLF Loan, MSPLF
Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche underlying the participation
interest, retention of title in this manner is not inconsistent with the sale of a
participation interest in a loan.

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• The Eligible Lender does not guarantee repayment of the participation interest or the
MSNLF Loan, NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, or NOELF Upsized
Tranche underlying the participation interest, nor is there any other recourse
inconsistent with a sale of the participation interest.
• Sections 2.1(b) and 8 of the Participation Agreement provide for a pure pass-through to
the Main Street SPV of amounts paid by the Eligible Borrower under an MSNLF Loan, an
NONLF Loan, an MSPLF Loan, an MSELF Upsized Tranche, or an NOELF Upsized Tranche,
excluding the Eligible Lender’s retained beneficial interest (a 5% beneficial interest in
each MSNLF Loan, NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, or NOELF Upsized
Tranche). The proceeds of the participation interest will not be commingled with the
Eligible Lender’s funds for any significant period of time. Pursuant to Section 8.1 of the
Participation Agreement, (i) the Eligible Lender will accept and hold any distributions
that the Eligible Lender receives in respect of the participation interest for the account
and sole benefit of the Main Street SPV, (ii) the Eligible Lender has no equitable or
beneficial interest in such distributions, which are property of the Main Street SPV, and
(iii) the Eligible Lender is required to deliver any distribution to the Main Street SPV
promptly.
• The participation interest will also have the same duration as the underlying MSNLF
Loan, NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche.
• Pursuant to the Servicing Agreement, the Eligible Lender will provide Enhanced
Reporting Services (as defined in the Servicing Agreement) to the Main Street SPV with
respect to the participation interest. As compensation for the Enhanced Reporting
Services, the Main Street SPV will pay the Eligible Lender a servicing fee in the amount
of 0.25% or 0.5% per annum of the total principal amount of the participation interest.
The Federal Reserve believes that the terms of the Servicing Agreement are
commercially reasonable and comparable to terms that unaffiliated third parties would
accept to provide Enhanced Reporting Services, under the terms and conditions set out
in the Servicing Agreement, with respect to the participation interest.
• By agreeing to borrow in connection with the Program, each Eligible Borrower must
consent to the Eligible Lender’s sale of the participation interest in the MSNLF Loan,
NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche, as
applicable, to the Main Street SPV.
• The Eligible Lender has agreed to act on behalf of the Main Street SPV with respect to
the Main Street SPV’s participation interest in the MSNLF Loan, the NONLF Loan, the
MSPLF Loan, the MSELF Upsized Tranche, and the NOELF Upsized Tranche. With respect
to Core Rights Acts, Section 11.1 of the Participation Agreement provides that the
Eligible Lender shall only take (or refrain from taking) Core Rights Acts in accordance
with the prior instructions of the Main Street SPV. Pursuant to Section 12.1 of the
Participation Agreement, the Eligible Lender will not be held to the standard of care of a

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January 7, 2022 (see here). It is no longer effective.
fiduciary, but will exercise the same duty of care with respect to the administration and
enforcement of the participation interest as it would exercise if it held the participation
interest solely for its own account.
• Sections 11.1(c), 15.1 and 15.2 of the Participation Agreement provide elevation rights
for the Main Street SPV, which establish circumstances under which the Main Street SPV
can request the Eligible Lender to use best efforts or commercially reasonable efforts, as
applicable, to effectuate a full assignment of the legal title to the portion of the MSNLF
Loan, NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche
underlying the participation interest.

I.7. Does the sale of participation interests to the Main Street SPV meet the
criteria for a true sale under the Bankruptcy Code?
The sale of a participation interest in an MSNLF Loan, an NONLF Loan, an MSPLF Loan, an
MSELF Upsized Tranche, or an NOELF Upsized Tranche is structured to be a true sale, and the
Program transaction terms are consistent with a true sale, including:
• The express language in section 2.1(b) of the Participation Agreement reflecting the
intent of the parties to sell an undivided participation interest in 95% of an MSNLF Loan,
an NONLF Loan, an MSPLF Loan, an MSELF Upsized Tranche, or an NOELF Upsized
Tranche.
• The economic substance of the transfer of the participation interest from the Eligible
Lender to the Main Street SPV under the Participation Agreement is a sale.
• The language in sections 4.3 and 5.3 of the Participation Agreement providing for a
complete and irrevocable transfer by each Eligible Lender of the rewards and risks of
ownership of the participation interest, as well as the language in section 2.1(d) making
clear that the participation interest cannot be put-back, voided, or rescinded.
• Any change in the value of the participation interest will not be for the benefit or loss of
the Eligible Lender.
• The Eligible Lender will receive the entire consideration for the participation interest
representing at least the fair market value for the participation interest on the
applicable closing date. There will not be any post-closing adjustment of the purchase
price, and the Eligible Lender does not have any right or obligation to transfer additional
property to the Main Street SPV.
• The Participation Agreement makes explicit the parties’ intention for the Eligible Lender
to relinquish the benefits and risks associated with ownership of the participation
interest.

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In addition to the above, the Federal Reserve Bank of Boston agrees that it will not assert in any
proceeding that the sales of the participation interests are other than true sales constituting
true participations.
While not inconsistent with a true sale of participation interests, the Program does have certain
unique features including the following:
• Each Eligible Lender under the Program must retain its 5% of the MSNLF Loan, NONLF
Loan, MSPLF Loan, MSELF Upsized Tranche, or NOELF Upsized Tranche until (A) the
underlying MSNLF Loan, MSPLF Loan, or MSELF Upsized Tranche matures or (B) neither
the Main Street SPV nor a Governmental Assignee holds an interest in the loan in any
capacity, whichever occurs first.
• Under the MSELF and NOELF, each Eligible Lender must also retain its interest in the
underlying loan until (A) such underlying loan matures, (B) the MSELF or NOELF Upsized
Tranche matures or (C) neither the Main Street SPV nor a Governmental Assignee holds
an interest in the loan in any capacity, whichever occurs first.
It is important to note, however, that the Eligible Lender’s retained interest in the MSNLF Loan,
NONLF Loan, MSPLF Loan, MSELF Upsized Tranche, NOELF Upsized Tranche, or MSELF/NOELF
underlying loan will be pari passu with the Main Street SPV’s participation interest. Thus, the
Eligible Lender’s retained interest in the MSNLF Loan, NONLF Loan, MSPLF Loan, MSELF Upsized
Tranche, NOELF Upsized Tranche, or MSELF/NOELF underlying loan does not provide credit
support for the related participation interest(s). As noted above, the material terms of the
MSNLF, NONLF, MSPLF, MSELF, and NOELF are consistent with a true sale determination.

I.8. Does the Main Street SPV have the right to put back the participation
interests to the Eligible Lender?
Neither the Eligible Lender nor any of its affiliates will have any right or obligation to purchase,
repurchase, acquire, or reacquire the participation interest or to substitute other assets for the
participation interest subsequent to sale to the Main Street SPV, or any right of first refusal, last
look, or other similar right with respect to a purchase of the participation interest, or any
obligation to pay any amount in connection with a loss of value with respect to the
participation interest once it has been sold to the Main Street SPV. Further, under section
2.1(d) of the Participation Agreement, the Main Street SPV has no right to put the participation
interest back to the Eligible Lender.

I.9. Do the participation interests purchased by the Main Street SPV potentially
qualify for a “safe harbor” in relation to FDIC resolution proceedings?
The Federal Reserve has structured the transfer of the interests in financial assets under the
Participation Agreement from the Eligible Lender to the Main Street SPV with the intent that it
would qualify for the safe harbor regulations adopted by the Federal Deposit Insurance
Corporation, under 12 CFR 360.6(d)(1), regarding the treatment of financial assets transferred
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in connection with a participation. This safe harbor provides protection to the transfer of
financial assets by an insured depository institution under a properly structured participation
without recourse that satisfies the safe harbor’s requirements by providing, in general, that the
Federal Deposit Insurance Corporation (as conservator or receiver of the institution) will not
reclaim or recover any such transferred financial assets, provided that such transfer satisfies
the conditions for sale accounting treatment under U.S. GAAP, other than the legal isolation
condition that is addressed by the safe harbor. The Federal Reserve has structured the
Program with the intent that participations purchased by the Main Street SPV should qualify as
“participations” within the meaning of 12 CFR 360.6(a)(7), as they are sales of an undivided
interest in an MSNLF Loan, an NONLF Loan, an MSPLF Loan, an MSELF Upsized Tranche, or an
NOELF Upsized Tranche, without recourse to the Eligible Lender. Staff of the Federal Deposit
Insurance Corporation were consulted in preparing this response.

I.10. Do the participation interests purchased by the Main Street SPV potentially
qualify for a “safe harbor” in relation to NCUA resolution proceedings?
The Federal Reserve has structured the transfer of the interests in financial assets under the
Participation Agreement from the Eligible Lender to the Main Street SPV with the intent that it
would qualify for the safe harbor regulations adopted by the Board of the National Credit Union
Administration regarding the treatment of financial assets transferred in connection with a
participation, under 12 CFR 709.9(d)(1). This safe harbor provides protection to the transfer of
financial assets by a federally insured credit union under a properly structured participation
without recourse that satisfies the safe harbor’s requirements by providing, in general, that the
Board of the National Credit Union Administration (as conservator or receiver of the institution)
will not reclaim or recover any such transferred financial assets, provided that such transfer
satisfies the conditions for sale accounting treatment under U.S. GAAP, other than the legal
isolation condition that is addressed by the safe harbor. The Federal Reserve has structured the
Program with the intent that participations purchased by the Main Street SPV should qualify as
“participations” within the meaning of 12 CFR 709.9(a), as they are sales of an undivided
interest in an MSNLF Loan, an NONLF Loan, an MSPLF Loan, an MSELF Upsized Tranche, or an
NOELF Upsized Tranche, without recourse to the Eligible Lender. Staff of the National Credit
Union Administration were consulted in preparing this response.

I.11. Does the Servicing Agreement contemplated between the Eligible Lender
and the Main Street SPV impact whether the sale of participation interests
can be considered a “true sale”?
No, the Federal Reserve believes that the terms of the Servicing Agreement are commercially
reasonable and comparable to terms to which unaffiliated third parties would agree to provide
Enhanced Reporting Services (under the terms and conditions set out in the Servicing
Agreement) with respect to the participation interest. The Servicing Fee does not represent
any type of recourse or credit support for the participation interest, given that the fee is being

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paid by the Main Street SPV to the Eligible Lender. The Main Street SPV may also terminate the
Servicing Agreement and remove the Eligible Lender as servicer at any time for “Cause,” as such
term is defined in the Servicing Agreement.”

I.12. Will payment-in-kind (“PIK”) interest that has accrued (but has not yet been
capitalized to principal) during the period of time starting on the date when
the loan agreement is funded to the date when the loan participation
purchase is funded be allocated to the Seller (i.e., the Eligible Lender)?
No. Under the Participation Agreement, all accrued, but uncapitalized PIK Interest on the
Purchase Amount of the loan that is participated is for the account of the Main Street SPV (as
the Buyer), regardless of when such interest accrued. Further, the Purchase Price is determined
based upon the Purchase Amount of the participation interest as of the effective date of the
Participation Agreement. Therefore, the Participation Agreement does not require the Main
Street SPV to pay for the accrued, but uncapitalized interest, if the interest has not yet been
added to the principal amount as of the effective date of the Participation Agreement.

I.13. Can an Eligible Lender that is a depository institution pledge its 5% of a Main
Street loan to a Federal Reserve Bank as collateral?
An Eligible Lender that is a depository institution may pledge its 5% of a Main Street loan,
provided that the loan meets the collateral eligibility requirements of its local Federal Reserve
Bank. General acceptance criteria for loans can be found in the Federal Reserve Collateral
Guidelines. A depository institution should contact its local Reserve Bank to discuss specific
questions regarding collateral eligibility or pledging procedures. The “Federal Reserve
Collateral Guidelines” and toll-free phone numbers and other contact information of each
Reserve Bank can be found on www.frbdiscountwindow.org.

I.14. [Archived.]
I.15. [Archived.]

J. Loan Participation
J.1. [Archived.]
J.2. What loan-level information will the SPV collect for credit monitoring
purposes?
See Appendix C.

J.3. [Archived.]

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J.4. Under the Loan Participation Agreement, when can the Main Street SPV sell
its loan participation or elevate its loan participation into an assignment?
Under the Loan Participation Agreement, the Main Street SPV is generally permitted to sell its
participation (without elevating) only with the contemporaneous consent of the Eligible Lender.
In addition, it is generally permitted to elevate its participation into an assignment only with the
contemporaneous consent of the Eligible Borrower, the Eligible Lender, and other necessary
parties (i.e., the administrative agent in a multi-lender facility). However, the SPV may do the
following without such contemporaneous consent:
• It may sell or transfer its loan participation in full, but not in part, without elevating, at
any time to any Federal Reserve Bank, any vehicle authorized to be established by the
Board or any Federal Reserve Bank, any entity created by an act of Congress, or any
vehicle established or acquired by the Department of the Treasury or any other
department or agency of the federal government. These transfers cannot be
undertaken to effect a securitization.
• It may sell or transfer its loan participation, or elevate its participation to an assignment
(to itself or a third-party), upon the following events:
o at the option of the Main Street SPV, if the Eligible Borrower has failed to make
any payment due under its loan contract with the Eligible Lender and the
applicable grace period has elapsed;
o at the option of the Main Street SPV, if the Eligible Borrower or the Eligible
Lender has become the subject of bankruptcy or other insolvency proceedings;
o automatically, if the Eligible Lender would take, or refrain from taking, an action
that would result in impermissible forgiveness of principal of the portion of the
Program loan beneficially owned by the Main Street SPV (to prevent a violation
of section 4003(d)(3) of the CARES Act); and
o if required to do so by a statute or court.
Please see the form Loan Participation Agreement Standard Terms and Conditions for more
detail regarding the above.

J.5. What role will the Main Street SPV play in the event an Eligible Borrower
enters distress?
Prior to an Eligible Borrower entering distress, the Main Street SPV will rely on the Eligible
Lender to service each Main Street loan in accordance with the standard of care set out in the
Loan Participation Agreement and in light of the duties of the Eligible Lender under the
Servicing Agreement. Except as set out in question J.4, the Main Street SPV cannot elevate its
interest during this time without the contemporaneous consent of the Eligible Borrower and
the Eligible Lender, and typically would not seek to do so.

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Once an Eligible Borrower misses a mandatory and due payment on the Program loan (beyond
the applicable grace period), or the Eligible Borrower or Eligible Lender enters into bankruptcy
or other insolvency proceedings, the Main Street SPV will have the option to elevate its
participation to an assignment to be in privity with the Eligible Borrower. However, the Federal
Reserve does not expect the Main Street SPV to use this right as a matter of course. Rather, the
Federal Reserve would expect Eligible Lenders to follow market-standard workout processes
and to exercise the standard of care set out in the Loan Participation Agreement (i.e., to
exercise the same duty of care in approaching such proceedings as it would exercise if it
retained a beneficial interest in the entire loan). In general, the Federal Reserve expects that
the Main Street SPV generally would not expect to elevate and assign except in situations
where (i) the economic interests of the Eligible Lender and the Main Street SPV are misaligned,
or (ii) the loan amount is relatively large in comparison to other loans in the Main Street SPV’s
portfolio of participations.

J.6. How will the Main Street SPV approach decision-making with respect to its
voting rights under the Loan Participation Agreement or Co-Lender
Agreement?
Main Street is an emergency lending program, not a grant program. Consistent with
Section 13(3) of the Federal Reserve Act and the Federal Reserve’s obligations under the
CARES Act, the Main Street SPV will make commercially reasonable decisions to protect
taxpayers from losses on Main Street loans and will not be influenced by non-economic factors
when exercising its voting rights under the Loan Participation Agreement or the Co-Lender
Agreement, including with respect to a borrower that is the subject of a workout or
restructuring.

J.7. Will the Main Street SPV assert special administrative priority under
Section 507(a)(2) of the Bankruptcy Code for its claims against an Eligible
Borrower in bankruptcy proceedings?
No. Under the Loan Participation Agreement and Co-Lender Agreement, the Main Street SPV
(and any other entity that steps into its shoes) has waived and disclaimed its right to assert
special administrative priority under Section 507(a)(2) of the Bankruptcy Code. The Federal
Reserve believes that waiving and disclaiming its right to such priority will enhance the efficacy
of the Program and provide certainty to Eligible Lenders and Eligible Borrowers, without
compromising taxpayer protection.
• Taxpayer Recovery. The Federal Reserve has determined that failing to waive and
disclaim its right to assert this special priority may trigger technical cross-defaults
related to an Eligible Borrower’s other existing debt obligations, and could prevent
Eligible Borrowers from securing new debt, including potential Debtor-in-Possession
financing. Such consequences would undermine the Main Street SPV’s efforts to

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maximize recovery for taxpayers, including in the case of an Eligible Borrower’s
restructuring or workout. Further, the assertion of this special priority could require
costly litigation in the case of any Eligible Borrower bankruptcy, which would limit net
recovery.
• Limited Scope of the Special Priority. Special priority is likely to improve taxpayer
recoveries only in limited situations. In general, special priority would enhance the
Federal Reserve’s recoveries only in some situations where the Main Street SPV is one
of multiple unsubordinated unsecured creditors of the Eligible Borrower at the time of
its bankruptcy, and only to the extent the SPV would not have to share its special
recoveries with other creditors due to underlying inter-creditor agreements.
• Efficacy of Main Street. The Federal Reserve also believes that failing to waive or
disclaim its rights to assert special priority may limit the efficacy of the Program,
because Eligible Lenders likely would be hesitant to use a Program that would
effectively subordinate the credit they have already extended to an Eligible Borrower.
• Other Taxpayer Protections. The Main Street facilities include features that are
intended to mitigate risk to the Federal Reserve and taxpayers. For example, Eligible
Lenders are required to retain a portion of each loan’s risk, the maximum loan size for
each facility is limited by an Eligible Borrower’s existing leverage, and Eligible Borrowers
are constrained in their ability to prepay other existing debts. Further, an Eligible
Borrower’s loans outstanding with the Eligible Lender must have received an internal
FFIEC “pass” rating, as of December 31, 2019. Together, the Federal Reserve believes
that these and other design features are sufficient to protect taxpayers from losses.

J.8. How can an Eligible Lender obtain instructions from the Main Street SPV in
relation to a “Core Rights Act” under the Participation Agreement?
Under Section 11.1 of the Participation Agreement, the “Seller” (i.e., the Eligible Lender) must
seek instructions from the “Buyer” (i.e., the Main Street SPV) before taking (or refraining from
taking) action that constitutes any of the 15 enumerated “Core Rights Acts” (as defined in the
Participation Agreement) with respect to a Main Street loan. 17 To obtain instructions regarding
a Core Rights Act, an Eligible Lender should complete the Eligible Lender Request for Loan
Modification or Waiver Form (Core Rights Request Form) and submit the form to the Main
Street SPV in accordance with its instructions. 18
The Main Street SPV will seek to provide a substantive response to each Core Rights Request
Form in a timely manner. Eligible Lenders are encouraged to submit the Core Rights Request

17
Under the Participation Agreement, there are 15 enumerated categories of Core Rights Acts for which
instruction from the Buyer (i.e., the Main Street SPV) is required. If the matter does not trigger an enumerated
Core Rights Act, Eligible Lenders can make the decision without seeking instruction from the Main Street SPV,
although certain such acts may trigger after-the-fact notification requirements under the Participation Agreement.
18
Please note that these instructions may change over time as processes evolve.

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Form as early as possible in order to provide adequate time for the Main Street SPV to review
the request and, if necessary, to permit the Eligible Lender to respond to any requests for
additional information that the Main Street SPV may have. Requests for additional information
will be made to better enable the Main Street SPV to make commercially reasonable decisions
to protect taxpayers from losses, under the standard set out in question J.6.
If an Eligible Lender is uncertain as to whether a particular action or inaction constitutes a Core
Rights Act, it can complete and submit the Core Rights Request Form to the Main Street SPV
and indicate such uncertainty. The Main Street SPV expects to revert to the Eligible Lender on
whether the action constitutes a Core Rights Act by the Main Street SPV within three business
days of the receipt of the Core Rights Request Form, although a substantive response regarding
any Core Rights Act may require further time for consideration.

J.9. Does an Eligible Lender need the SPV’s approval before agreeing to any
amendments, waivers, or other modifications to the Main Street loan
documents?
Unless the Main Street SPV has elevated its participation interest into an assignment (see FAQ
J.4), the Main Street SPV’s prior approval would be required only if a proposed amendment,
waiver, or other modification constitutes any of the enumerated “Core Rights Acts” set out in
the Loan Participation Agreement. An Eligible Lender should review the definition of “Core
Rights Act” in the Loan Participation Agreement to determine whether the proposed
amendment, waiver, or other modification constitutes a “Core Rights Act”. FAQ J.8 also
contains instructions on what an Eligible Lender can do if it is uncertain whether a particular
action or inaction constitutes a Core Rights Act.
Under the Loan Participation Agreement, amendments, waivers, or other modifications
concerning non-Core Rights Acts are within the discretion of the Eligible Lender. An Eligible
Lender should act under the standard of care set out in section 12.1 of the Participation
Agreement—i.e., the lender “will exercise the same duty in the administration and
enforcement of the Participation and the Transferred Rights it would exercise if it held the
Transferred Rights solely for its own account.” Under Section 9.2 of the Loan Participation
Agreement, an Eligible Lender is required to use commercially reasonable efforts to convey any
written information and documents that they receive to the SPV as soon as practicable (but in
any event within three business days), if such information or documents relate to a matter in
respect of which a non-Core Rights Act is to be taken. An Eligible Lender can send such
information and documents to the Main Street SPV by email to
lenderinquiry@mainstreetlendingadmin.org.
In addition, under the Loan Participation Agreement, an Eligible Lender is required to share any
payments or other distributions it receives on a Main Street loan ratably with the Main Street
SPV. These payments or distributions would include any fees that an Eligible Lender receives
from a borrower in connection with an amendment, waiver, or other modifications of loan

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documents. These payments and distributions generally do not include any out of pocket
expenses (e.g., external counsel fees, appraisal fees, etc.) for which a borrower is required to
reimburse the Eligible Lender in connection with an amendment, waiver or other modifications.
Inquiries about this should be sent to lenderinquiry@mainstreetlendingadmin.org.

J.10. Can a Main Street loan be amended to add a new borrower or guarantor or
release an existing borrower or guarantor?
An Eligible Lender should consider its ordinary underwriting policies and procedures when
determining whether it is appropriate to add a borrower or guarantor to a Main Street loan or
release an existing borrower or guarantor from a Main Street loan. As set forth in Section 12.1
of the Loan Participation Agreement, an Eligible Lender is expected to “exercise the same duty
in the administration and enforcement of the Participation and the Transferred Rights it would
exercise if it held the Transferred Rights solely for its own account.”
Each new borrower is required to execute the Borrower Certifications and Covenants that
correspond with the Main Street loan type (available here), which should be submitted to the
Main Street SPV promptly after such new borrower is added. To the extent that a new
borrower cannot make any particular certifications in the Borrower Certifications and
Covenants (e.g., it was established on or after March 13, 2020), the Eligible Lender should
contact the Main Street SPV at lenderinquiry@mainstreetlendingadmin.org and state
specifically which certifications the new borrower cannot make and explain why the new
borrower cannot make such certifications. In addition, in the case of bilateral (non-syndicated)
loans, each new borrower and guarantor must sign a joinder to the Co-Lender Agreement and
each new borrower must sign a joinder to the Assignment Executed in Blank. A model joinder
for bilateral loans is available for the convenience of Eligible Lenders. For syndicated loans,
lenders should use the appropriate form for the lending facility to join new borrowers to the
assignment and assumption agreement specified in the credit agreement.
An Eligible Lender should also refer to FAQs J.8 and J.9 to determine whether the Main Street
SPV’s prior approval is required in the event of a release of a borrower or guarantor from a
Main Street loan, and if so, the process of obtaining such approval.
Lastly, an Eligible Lender is required to convey to the Main Street SPV any written information
and documents that they receive in connection with an addition of a borrower or guarantor to
a Main Street loan or a release of an existing borrower or guarantor from a Main Street loan.

K. Regulatory Treatment
K.1. What is the regulatory capital treatment for the interest in a Main Street
loan retained by an Eligible Lender?
The interest in the portion of a Main Street loan that is retained by an Eligible Lender should be
assigned the risk weight applicable to the counterparty for the loan—generally a 100% risk

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weight for a corporate exposure under the standardized approach. For purposes of risk-based
capital rules and leverage rules, the exposure amount for MSNLF Loans, NONLF Loans, MSPLF
Loans, MSELF Upsized Tranches, and NOELF Upsized Tranches is 5% of the MSNLF Loan balance,
NONLF Loan balance, MSPLF Loan balance, MSELF Upsized Tranche balance, or NOELF Upsized
Tranche balance, respectively. With respect to the MSELF and NOELF, this treatment applies
only to the outstanding MSELF or NOELF Upsized Tranche balance; the underlying loan or line
of credit would be subject to the capital treatment that applied prior to the sale of the
participation to the Main Street SPV.
Secured Main Street loans are eligible for the credit risk mitigation treatment in the
standardized approach provided that any collateral securing the loan is eligible financial
collateral. Eligible Lenders are not permitted to recognize collateral attributable to the Main
Street SPV’s interest for purposes of the credit risk mitigation treatment under the capital rule.
The treatment described above applies only to Eligible Lenders that are subject to the federal
banking agencies’ capital rule. Credit unions that participate in the Program are subject to any
capital requirements implemented by the National Credit Union Administration.

K.2. How will Program loans be treated for supervised firms subject to stress
testing?
The capital planning guidance issued by the Federal Reserve in 2015 (SR 15-18 and SR 15-19)
includes supervisory expectations for capital planning and stress testing for certain supervised
firms. Such firms should continue to reference that guidance when evaluating Program loans
for capital planning and stress testing purposes. Eligible Lenders subject to capital planning
guidance should evaluate only the retained portion of Program loans for capital planning and
stress testing purposes, as the sale of participations to the SPV will be structured as “true
sales.”
The supervisory stress test methodology to assign losses to and revenues stemming from
different types of exposures is publicly available and described in “Dodd-Frank Act Stress Test
2020: Supervisory Stress Test Methodology.”

K.3. [Archived.]
K.4. How will federal supervisors treat loans extended through the Main Street
program?
Given the severe economic dislocations caused by the COVID-19 pandemic, many Main Street
loan applicants may be experiencing temporary cash flow disruptions. Supervisors
acknowledge the high degree of uncertainty in predicting COVID-19’s economic impact and
effect on individual borrowers. Eligible Lenders are encouraged to work with borrowers
affected by COVID-19 and may originate or expand loans to such borrowers under the Main
Street Program.

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Supervisors will not criticize Eligible Lenders for originating Main Street loans in accordance
with the Program’s requirements, including cases when such loans are considered non-pass at
the time of origination, provided these weaknesses stem from the pandemic and are expected
to be temporary or if such loans are part of a bank’s prudent risk mitigation strategy for an
existing borrower.
The supervisory approach for assessing the safety and soundness of institutions given the
ongoing impact of the COVID-19 pandemic is outlined in SR 20-15.

K.5. For an Eligible Lender that is a national bank or savings association, do
lending limits apply to the entire size of a Main Street loan, or only the
percentage of a loan that is retained by the Eligible Lender?
Loans made under the Program apply towards an Eligible Lender’s lending limit.
From the OCC: For Eligible Lenders that are national banks, federal savings associations, and
state savings associations, the Main Street loan should be treated as follows:
1. Funded Loan: If the Eligible Lender funded an MSNLF Loan, an NONLF Loan, an MSPLF
Loan, an MSELF Upsized Tranche, or an NOELF Upsized Tranche to an Eligible Borrower
before seeking to sell a participation to the Main Street SPV (under the “Funded Loan”
method described in question L.4), the full amount of the loan would be treated as a
loan by the Eligible Lender to the relevant Eligible Borrower and would count towards
the Eligible Lender’s lending limit. The full amount of the loan will count towards the
Eligible Lender’s lending limit until such time as the Main Street SPV has purchased the
participation (i.e., once the Eligible Lender has received full payment by the Main Street
SPV for the participation). After the purchase of the participation by the Main Street
SPV, the portion of the loan that has been sold as a participation to the Main Street SPV
would no longer be treated as a loan to the relevant Eligible Borrower for purposes of
the OCC’s lending limit regulations.
2. Condition of Funding: Under the Program, the Eligible Lender has the option of entering
into a loan agreement to extend an MSNLF Loan, an NONLF Loan, an MSPLF Loan, an
MSELF Upsized Tranche, or an NOELF Upsized Tranche to an Eligible Borrower, for which
the funding of such loan is contingent on the Eligible Lender receiving a binding
commitment from the Main Street SPV to purchase a participation in the loan (as
discussed under the “Condition of Funding” method described in question L.4). If the
Eligible Lender chooses this option and provides a Funding Notice to the Main Street
SPV by the specified deadline, the Eligible Lender need only include the retained
percentage of the loan when calculating its lending limit to the Eligible Borrower. Loans
extended in this manner are structured to be exempt loan participations under the
OCC’s regulation (12 CFR 32.2(q)(2)(vi)(A)-(B)). The Main Street SPV will generally be
able to advance funds to purchase the participation within one business day of receiving
notice from the Eligible Lender that it has funded the loan, if such notice is received

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before 7 p.m. ET. In instances where funding from the Main Street SPV occurs more
than one business day after the loan is funded by the Eligible Lender, provided such
delays were outside of the Eligible Lender’s control, the entirety of the loan will be
treated as a loan to the relevant Eligible Borrower and count towards the Eligible
Lender’s lending limit, but any amount of the loan exceeding the Eligible Lender’s
lending limit will not be considered a violation and will instead be treated as
nonconforming for the interim period under 12 CFR 32.2(q)(2)(vi)(B). Once the Eligible
Borrower receives full payment from Main Street SPV for the portion of the loan that
has been sold as a participation to the Main Street SPV, that portion of the loan will no
longer be treated as a loan to the relevant Eligible Borrower for purposes of the OCC’s
lending limit regulations.
Federal Reserve staff have consulted with staff of the OCC and the FDIC in providing this
response. OCC staff have indicated they are available for consultation on a national bank’s or
federal savings association’s specific facts and circumstances, as needed. FDIC staff have
indicated they are available for consultation on a state savings association’s specific facts and
circumstances, as needed.
Eligible Lenders that are state-chartered banks should review applicable state law to determine
to what extent a Main Street loan applies to its lending limit. State member and nonmember
banks should consult with their state banking supervisor.

K.6. For Eligible Lenders that are federally insured credit unions, does the
member business loan limit apply to the entire size of a Main Street loan, or
only the percentage of a loan that is retained by the Eligible Lender?
Under the Federal Credit Union Act, federally insured credit unions (whether federally or state
chartered) that are not exempt by statute are subject to an aggregate limit on “member
business loans” set forth in 12 U.S.C. § 1757a(a). The aggregate limit applies to all member
business loans made by a federally insured credit union under the Program, irrespective of any
advance commitment to purchase a participation interest prior to funding the loan. However,
when a participation interest in the Program loan is actually purchased and transferred to the
SPV, without recourse and qualifying for true sale accounting under U.S. GAAP, the portion of
the loan that has been sold as a participation shall no longer count toward the aforementioned
aggregate limit on member business loans. Other exceptions to and exclusions from the
member business loan limit are set forth in 12 U.S.C. § 1757a and 12 CFR 723.8.
Federal Reserve staff have consulted with staff of the NCUA in drafting this response. NCUA
staff have indicated they are available for consultation on a federally insured credit union’s
specific facts and circumstances as needed.

K.7. For Eligible Lenders that are federally insured credit unions, does the limit
on commercial loans to one member apply to the entire size of a Main

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Street loan, or only the percentage of a loan that is retained by the Eligible
Lender?
Under the NCUA’s regulations, the aggregate dollar amount of commercial loans to any one
borrower or group of associated borrowers may not exceed the greater of 15% of the federally
insured credit union's net worth or $100,000, plus an additional 10% of the credit union’s net
worth if the amount that exceeds the credit union’s 15% general limit is fully secured at all
times with a perfected security interest by readily marketable collateral as defined in
12 CFR 723.2. Such limitation applies to all commercial loans made by a federally insured credit
union under this Program, irrespective of any advance commitment to purchase a participation
interest in the funded loan. Provided, however, that when the participation interest in the
Program loan is actually purchased and transferred to the SPV, the portion of the loan that has
been sold as a participation shall no longer count toward the aforementioned limit on
commercial loans to one borrower.
Federal Reserve staff have consulted with staff of the NCUA in drafting this response. NCUA
staff have indicated they are available for consultation on a federally insured credit union’s
specific facts and circumstances as needed.
Eligible Lenders that are state chartered credit unions should also review applicable state law to
determine to what extent a Main Street loan applies to any lending limit under state law.

K.8. Do the terms of the for-profit Main Street facilities raise concerns under the
Indian Gaming Regulatory Act (IGRA)?
The Federal Reserve does not have authority to interpret the IGRA. The General Counsel of the
National Indian Gaming Commission (NIGC) has provided the Federal Reserve with a letter
opining that Main Street requirements would not cause a loan facility to be a management
contract requiring the NIGC’s approval, and that the Main Street requirements themselves
would not cause a loan facility to violate IGRA’s sole proprietary interest requirement.
Additional questions should be referred to the NIGC General Counsel.

L. Operational Details
L.1. [Archived.]
L.2. What information will the Federal Reserve disclose regarding the Main
Street facilities?
The Federal Reserve will disclose information regarding the Program during the operation of
the facilities, including information regarding names of lenders and borrowers, amounts
borrowed and interest rates charged, and overall costs, revenues and other fees.

47
This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.
Loans made under the Program will affect the size and composition of the Federal Reserve’s
balance sheet. Balance sheet items related to the Program will be reported weekly, on an
aggregated basis, on the H.4.1 statistical release titled "Factors Affecting Reserve Balances of
Depository Institutions and Condition Statement of Federal Reserve Banks," published by the
Federal Reserve. In addition, the Federal Reserve will disclose to Congress information
pursuant to Section 13(3) of the Federal Reserve Act, as amended by the Dodd-Frank Wall
Street Reform and Consumer Protection Act, and the Board’s Regulation A. These disclosures
are available here.
Under section 11(s) of the Federal Reserve Act, the Federal Reserve also will disclose
information concerning the facilities one year after the effective date of the termination by the
Board of the authorization of the facilities. This disclosure will include names and identifying
details of each participant in the facilities, the amount borrowed, the interest rate or discount
paid, and information concerning the types and amounts of collateral pledged or assets
transferred in connection with participation in the facilities.

L.3. [Archived.]
L.4. [Archived.]
L.5. [Archived.]
L.6. [Archived.]
L.7. [Archived.]
L.8. [Archived.]
L.9. [Archived.]
L.10. What type of Lender Portal security is in place, such that lenders and
borrowers can be assured that their data will be maintained securely?
Information security is central to the design, implementation, and ongoing operation of the
Main Street Portal. This starts with the hosting environment; the Main Street Portal is hosted
on a platform that maintains a FedRAMP Moderate Authority to Operate (ATO). During the
Main Street Portal design and implementation, control requirements defined in the National
Institute of Standards and Technology (NIST) Special Publication 800-53 (Rev. 4) were adhered
to closely.
Detailed secure coding standards specific to the underlying platform informed the development
process. Robust application security testing was used to identify code quality issues and prior to
each major release, the Main Street Portal was subject to in depth penetration testing.

48
This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.
Secure operation and risk minimization were guiding principles throughout the process of
establishing the Main Street Portal.

L.11. [Archived.]
L.12. [Archived.]
L.13. [Archived.]

M. Other Information
M.1. Where should questions regarding the Program be directed?
Given the termination of the Program, the previous general inquiry mailbox (mslp@bos.frb.org)
will be deactivated by the end of January 2021. Registered lenders with outstanding Main
Street loans can reach Program management through the inquiry email and phone number
provided in the Main Street Portal. Main Street borrowers will be provided contact information
for their inquiries regarding the Borrower Certifications and Covenants. Other inquiries, such as
media inquiries, should use normal FRB Boston and Board contact channels as specified on their
websites. To make a report regarding fraud, waste, abuse, misrepresentations, illegal activity,
or unethical behavior associated with the Program, please call 844-978-1252.

M.2. How can I receive updates regarding changes to the Program?
Further communications about the Program that may be relevant to existing Main Street
borrowers and lenders will be made available on the FRB Boston’s website here.

M.3. Will the Federal Reserve provide further guidance on how to apply the
terms of the Program to individual borrowers?
The Federal Reserve and Treasury Department have designed Main Street to facilitate the
provision of credit to Eligible Borrowers of varying sizes, across a broad range of industries, in
every state and territory of the United States. While the Federal Reserve will continue its
efforts to provide answers to questions of broad applicability, we are unable to provide
guidance with respect to an individual business’s financial, credit, or legal analysis or decisions,
which may be fact-specific or contingent on the applicable state’s or territory’s laws. In cases
where the Program term sheets, legal forms and agreements, and these FAQs do not explicitly
address a specific set of facts and circumstances, Eligible Borrowers should work with Eligible
Lenders and legal counsel to make informed, reasonable, good-faith applications of the
Program’s terms and conditions to their individual facts and circumstances.
We recommend that, in addition to these FAQs and the Program’s legal forms and agreements,
potential borrowers and lenders consult the recorded Main Street webinars, each of which may
provide further clarity and detail on the requirements of the Program.

49
This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.
M.4. [Archived.]
M.5. [Archived.]

50
This document was issued on July 29, 2021 and was replaced with a new version on
January 7, 2022 (see here). It is no longer effective.

Appendix A: [Archived.]

51
Effective: January 8, 2021

Appendix B: [Archived.]

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Effective: January 8, 2021

Appendix C: Required Financial Reporting
Each Main Street loan should contain a financial reporting covenant requiring the regular
delivery of certain financial information and calculations. The items listed in Table I (for-profit
borrowers) or Table III (nonprofit borrowers) below must be provided by each Main Street
borrower to their Eligible Lender at least annually. The items listed in Table II (for-profit
borrowers) or Table IV (nonprofit borrowers) must be provided by each Main Street borrower
to their Eligible Lender at least quarterly; the quarterly requirements vary based on the Main
Street facility in which the borrower is participating. Eligible Lenders will specify the required
reporting standards and forms for each Eligible Borrower. 19
Table I: Data Required Annually from All Main Street For-Profit Borrowers
Required Data Definition
Total Assets The sum of current assets, fixed assets, and other non-current assets (including, but
not limited to, intangible assets, deferred items, investments, and advances).
Current Assets Cash, accounts receivable, inventory, and other short-term assets that are likely to be
converted into cash, used, sold, exchanged, or otherwise expensed in the normal
course of business within one year.
Cash & Marketable Cash, depository accounts, and marketable securities that can be easily sold and
Securities readily converted into cash.
Tangible Assets Assets having a physical existence, measured as total assets less intangible assets.
Tangible assets are distinguished from intangible assets, such as trademarks,
copyrights, and goodwill.
Total Liabilities The total amount of all outstanding obligations, both current and noncurrent.
Current Liabilities Short term debt, accounts payable, and other current liabilities that are due within
one year.
Total Debt (Incl. Undrawn Existing outstanding and committed debt (including any undrawn available amounts).
Available Lines of Credit)
Total Equity Measured as total assets minus total liabilities.
Total Revenue Total income generated by the sale of goods or services from ongoing operations.
Total Revenue excludes any non-recurring sales or gains.
Net Income The income (or loss) after expenses and losses have been subtracted from all
revenues and gains for the fiscal period, including discontinued operations.
Unadjusted EBITDA Earnings before interest expense, income tax expense, depreciation expense, and
amortization expense. The starting point is net income.
Adjusted EBITDA Unadjusted EBITDA adjusted for any non-recurring, one-time, or irregular items. The
Adjusted EBITDA measurement should align with the relevant facility’s term sheet.

19
Under the Servicing Agreement, in the case of multi-borrower loans, this information must be entered into the
Portal “on a consolidated basis” (otherwise referred to in this document as on an “aggregated basis”). Eligible
Lenders may elect to require reporting from the co-borrowers on an aggregated basis, or may aggregate such
information after requiring individual co-borrower financial statements. If an Eligible Lender permits co-borrowers
to submit aggregated financial statements, the Eligible Lender should instruct the co-borrowers to use the Eligible
Lender’s typical practices to aggregate such information in a manner that accounts for transactions between the
co-borrowers and accurately reflects the financial position of the co-borrowers and their ability to repay the loan
(e.g., in a manner that avoids double counting of revenues, assets, or liabilities).

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Effective: January 8, 2021

Table I: Data Required Annually from All Main Street For-Profit Borrowers
Required Data Definition
Depreciation Expense Non-cash expense measured based on the use of fixed assets, recognized over the
useful life of the fixed assets.
Amortization Expense Non-cash expense measured based on the use of intangible assets, recognized over
the life of the intangible asset.
Interest Expense The periodic finance expense of short term and long term debt.
Tax Expense Federal, state and local income tax expenses.
Rent Expense The contractual costs of occupying leased real estate.
Dividends / Equity Distributions to equity owners.
Distributions
Accounts Receivable (net Amounts owed to the borrower resulting from providing goods and/or services.
of allowances) Accounts receivable will be net of any allowances for uncollectible amounts.
Inventory (net of Value of the raw materials, work in process, supplies used in operations, finished
reserves) goods, and merchandise bought which are intended to be sold in the ordinary course
of business. Inventory should be net of reserves.
Fixed Assets, Gross Tangible property used in the business and not for resale, including buildings,
furniture, fixtures, equipment, and land. Report fixed assets gross of depreciation.
Accumulated Cumulative depreciation of all fixed assets up to the Date of Financial Information.
Depreciation
Accounts Payable (A/P) The obligations owed to the borrower's creditors arising from the entity’s ongoing
operations, including the purchase of goods, materials, supplies, and services.
Accounts payable excludes short term and long term debt.
Short Term Debt Debt obligations of the borrower due with a term of less than one year, including the
current portion of any Long Term Debt.
Long Term Debt Debt obligations of the borrower that are due in one year or more, excluding the
current portion that is otherwise captured in Short Term Debt.
Description of EBITDA Description of items that are added to Unadjusted EBITDA to determine Adjusted
Adjustments EBITDA.
Total Expenses All money spent and costs incurred, both recurring and non-recurring, to generate
revenue. Expenses exclude items capital in nature (i.e., expenses that are allowed to
be capitalized and included in the cost basis of a fixed asset).
Operating Expenses Money spent and costs incurred related to normal business operations including
selling, general & administrative expenses, depreciation, and amortization (i.e., total
expenses less non-recurring expenses). Exclude capital expenditures.
Operating Income Profit (or loss) realized from continuing operations (i.e., revenue less operating
expenses).
Fixed Charges Expenses that recur on a regular basis, regardless of the volume of business (i.e.,
lease payments, rental payments, loan interest payments, or insurance payments).
Capitalized Expenditures Non-operating expenditures capitalized to fixed assets.
Guarantor Net Assets Total assets less total liabilities of the guarantor (also referred to as net worth).
Sr. Debt Balance Debt amount ranking senior to the Main Street loan.
Additional Pari Passu Debt amount ranking pari passu to the Main Street loan.
Debt Balance
Collateral Type (Non-Real If the loan is secured by collateral that is not predominantly real estate, including if
Estate) the collateral provided is different types, report the predominant type of collateral
(e.g., inventory, receivables, securities, etc.) by aggregate value.

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Effective: January 8, 2021

Table I: Data Required Annually from All Main Street For-Profit Borrowers
Required Data Definition
Collateral Type (Real If the loan is secured by real estate collateral, indicate the property type (e.g., hotel,
Estate) multifamily, residential, industrial, etc.). If the loan is secured by multiple real estate
property types, report the predominant property type by aggregate value.
Collateral Value For loans that require ongoing or periodic valuation of the collateral, report the
Reporting market value of the collateral as of the reporting date.
Collateral Value Date Define the as-of date that corresponds with the Collateral Value Reporting field.
Covenant Status (Pass / Yes/no, indicating if the facility has satisfied covenant tests.
Fail)
Date of Covenant Default If applicable, report the date when borrower defaulted covenants.
Nature of Covenant If applicable, describe the covenant default (i.e., missing financial statements, ratio
Default trigger).
Date of Covenant Cure If applicable, report the date when borrower cured previous defaults.

Table II: Data Required Quarterly from Main Street For-Profit Borrowers by Main Street Facility
Required Data MSELF MSNLF MSPLF Definition
Total Assets Yes Yes Yes The sum of current assets, fixed assets, and other non-
current assets (including, but not limited to, intangible
assets, deferred items, investments, and advances).
Current Assets Yes Yes Yes Cash, accounts receivable, inventory, and other short term
assets that are likely to be converted into cash, used, sold,
exchanged, or otherwise expensed in the normal course of
business within one year.
Cash & Marketable Yes Yes Yes Cash, depository accounts, and marketable securities that
Securities can be easily sold and readily converted into cash.
Tangible Assets Yes No No Assets having a physical existence measured as total assets
less intangible assets. Tangible assets are distinguished
from intangible assets, such as trademarks, copyrights, and
goodwill.
Total Liabilities Yes Yes Yes The total amount of all outstanding obligations, both
current and noncurrent.
Current Liabilities Yes Yes Yes Short term debt, accounts payable, and other current
liabilities that are due within one year.
Total Debt (Incl. Yes Yes Yes Existing outstanding and committed debt (including any
Undrawn Available undrawn available amounts).
Lines of Credit)
Total Equity Yes Yes Yes Measured as total assets minus total liabilities.
Total Revenue Yes Yes Yes Total income generated by the sale of goods or services
from ongoing operations. Total Revenue excludes any non-
recurring sales or gains.
Net Income Yes Yes Yes The income (or loss) after expenses and losses have been
subtracted from all revenues and gains for the fiscal period,
including discontinued operations.
Unadjusted EBITDA Yes Yes Yes Earnings before interest expense, income tax expense,
depreciation expense and amortization expense. The
starting point is net income.

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Effective: January 8, 2021

Table II: Data Required Quarterly from Main Street For-Profit Borrowers by Main Street Facility
Required Data MSELF MSNLF MSPLF Definition
Adjusted EBITDA Yes Yes Yes Unadjusted EBITDA adjusted for any non-recurring, one-
time or irregular items. The Adjusted EBITDA measurement
should align with the relevant facility’s term sheet.
Depreciation Yes No No Non-cash expense measured based on the use of fixed
Expense assets, recognized over the useful life of the fixed assets.
Amortization Yes No No Non-cash expense measured based on the use of intangible
Expense assets, recognized over the life of the intangible asset.
Interest Expense Yes Yes Yes The periodic finance expense of short term and long term
debt.
Tax Expense Yes No No Federal, state and local income tax expenses.
Rent Expense Yes No No The contractual costs of occupying leased real estate.
Dividends / Equity Yes Yes Yes Distributions to equity owners.
Distributions
Accounts Yes No No Amounts owed to the borrower resulting from providing
Receivable (net of goods and/or services. Accounts receivable will be net of
allowances) any allowances for uncollectible amounts.
Inventory (net of Yes No No Value of the raw materials, work in process, supplies used in
reserves) operations, finished goods, and merchandise bought which
are intended to be sold in the ordinary course of business.
Inventory should be net of reserves.
Fixed Assets, Gross Yes No No Tangible property used in the business and not for resale,
including buildings, furniture, fixtures, equipment, and land.
Report fixed assets gross of depreciation.
Accumulated Yes No No Cumulative depreciation of all fixed assets up to the Date of
Depreciation Financial Information.
Accounts Payable Yes No No The obligations owed to the borrower’s creditors arising
(A/P) from the entity’s ongoing operations, including the
purchase of goods, materials, supplies, and services.
Accounts payable excludes short term and long term debt.
Short Term Debt Yes No No Debt obligations of the borrower due with a term of less
than one year, including the current portion of any Long
Term Debt.
Long Term Debt Yes No No Debt obligations of the borrower that are due in one year or
more, excluding the current portion that is otherwise
captured in Short Term Debt.
Description of Yes No No Description of items that are added to Unadjusted EBITDA
EBITDA to determine Adjusted EBITDA.
Adjustments
Total Expenses Yes No No All money spent and costs incurred, both recurring and non-
recurring, to generate revenue. Expenses exclude items
capital in nature (i.e., expenses that are allowed to be
capitalized and included in the cost basis of a fixed asset).
Operating Yes Yes Yes Money spent and costs incurred related to normal business
Expenses operations, including selling, general & administrative
expenses, depreciation, and amortization (i.e. total
expenses less non-recurring expenses). Exclude capital
expenditures.

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Effective: January 8, 2021

Table II: Data Required Quarterly from Main Street For-Profit Borrowers by Main Street Facility
Required Data MSELF MSNLF MSPLF Definition
Operating Income Yes Yes Yes Profit (or loss) realized from continuing operations (i.e.,
revenue less operating expenses).
Fixed Charges Yes No No Expenses that recur on a regular basis, regardless of the
volume of business (i.e., lease payments, rental payments,
loan interest payments, or insurance payments).
Capitalized Yes Yes Yes Non-operating expenditures capitalized to fixed assets.
Expenditures
Guarantor Net Yes No No Total assets less total liabilities of the guarantor (also
Assets referred to as net worth).
Sr. Debt Balance Yes Yes Yes Debt amount ranking senior to the Main Street loan.
Additional Pari Yes Yes Yes Debt amount ranking pari passu to the Main Street loan.
Passu Debt
Balance
Collateral Type Yes No No If the loan is secured by collateral that is not predominantly
(Non-Real Estate) real estate, including if the collateral provided is different
types, report the predominant type of collateral (e.g.,
inventory, receivables, securities, etc.) by aggregate value.
Collateral Type Yes No No If the loan is secured by real estate collateral, indicate the
(Real Estate) property type (e.g., hotel, multifamily, residential,
industrial, etc.). If the loan is secured by multiple real estate
property types, report the predominant property type by
aggregate value.
Collateral Value Yes No No For loans that require ongoing or periodic valuation of the
Reporting collateral, report the market value of the collateral as of the
reporting date.
Collateral Value Yes No No Define the as-of date that corresponds with the Collateral
Date Value Reporting field.
Covenant Status Yes Yes Yes Yes/no, indicating if the facility has satisfied covenant tests.
(Pass / Fail)
Date of Covenant Yes Yes Yes If applicable, report the date when borrower defaulted
Default covenants.
Nature of Yes Yes Yes If applicable, describe the covenant default (i.e., missing
Covenant Default financial statements, ratio trigger).
Date of Covenant Yes Yes Yes If applicable, report the date when borrower cured previous
Cure defaults.

Table III: Data Required Annually from All Nonprofit Organization Borrowers
Required Data and Definition
Information
Total Assets The sum of current assets, fixed assets, and other non-current assets (including, but
not limited to, intangible assets, deferred items, investments, and advances).
Current Assets Cash, accounts receivable, inventory, and other short-term assets that are likely to be
converted into cash, used, sold, exchanged, or otherwise expensed in the normal
course of business within one year.
Total Cash & Investments All cash & investments - both restricted and unrestricted
Unrestricted Cash & The portion of cash and investments that are not restricted for any reason including
Investments by donor-imposed stipulations. If applicable, this includes Cash and investments (at

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Effective: January 8, 2021

Table III: Data Required Annually from All Nonprofit Organization Borrowers
Required Data and Definition
Information
the borrower and affiliated foundations) plus funds held in trust by others plus
pledges receivable reported in permanently restricted net assets, less permanently
restricted net assets.
Total Liabilities The total amount of all outstanding obligations, both current and noncurrent.
Current Liabilities Short term debt, accounts payable, and other current liabilities that are due within
one year.
Net Assets Total Assets less Total Liabilities - including both restricted and unrestricted assets
and fund balances.
Unrestricted Net Assets Total Assets less Total Liabilities - adjusted to exclude restricted assets & fund
balances and associated liabilities.
Total Debt (Incl. Undrawn Existing outstanding and committed debt (including any undrawn available amounts,
Available Lines of Credit) unfunded pension liabilities, operating leases and guaranteed portions of off-balance
sheet debt).
Total Revenue Total income generated excluding any non-recurring items.

Operating Revenue All unrestricted revenue (including gifts for operations and government operating
appropriations), excludes funds to be spent on capital (grants, appropriations, or net
assets released), and replaces unrestricted investment gains or losses with a proxy for
endowment spending.
Gross Revenue from Total income generated from Medicare and Medicaid, including Medicare and
Medicare & Medicaid Medicaid managed care plans (if applicable).
Net Income The income (or loss) after expenses and losses have been subtracted from all
revenues and gains for the fiscal period, including discontinued operations.
Unadjusted EBIDA Earnings before interest expense, depreciation expense and amortization expense.
The starting point is net income.
Adjusted EBIDA Unadjusted EBIDA adjusted for any non-recurring, one-time or irregular items. The
Adjusted EBIDA measurement should align with the relevant facility term sheet.
Description of EBIDA Description of items that are added to Unadjusted EBIDA to determine Adjusted
Adjustments EBIDA.
Operating Cash Flow Operating income before non-cash expenses (operating income plus depreciation and
amortization).
Depreciation Expense Non-cash expense measured based on the use of fixed assets, recognized over the
useful life of the fixed assets.
Amortization Expense Non-cash expense measured based on the use of intangible assets, recognized over
the life of the intangible asset.
Interest Expense The periodic finance expense of short term and long term debt.

Total Expenses All money spent and costs incurred, both recurring and non-recurring, to generate
revenue. Expenses exclude items capital in nature (i.e., expenses that are allowed to
be capitalized and included in the cost basis of a fixed asset).
Operating Expenses Money spent and costs incurred related to normal business operations include
selling, general & administrative expenses, depreciation, and amortization (i.e. total
expenses less non-recurring expenses) - excludes capital expenditures and interest
expense.

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Table III: Data Required Annually from All Nonprofit Organization Borrowers
Required Data and Definition
Information
Operating Income Profit (or loss) realized from continuing operations (i.e. unrestricted revenue less
operating expenses).
Capitalized Expenditures Non-operating expenditures capitalized to fixed assets.
Guarantor Net Assets Total assets less total liabilities of the guarantor (also referred to as net worth).

Sr. Debt Balance Debt amount ranking senior to the Main Street loan.
Additional Pari Passu Debt amount ranking pari passu to the Main Street loan.
Debt Balance
Collateral Type (Non-Real If the loan is secured by collateral that is not predominantly real estate, including if
Estate) the collateral provided is different types, report the predominant type of collateral
(e.g., inventory, receivables, securities, etc.) by aggregate value.
Collateral Type (Real If the loan is secured by real estate collateral, indicate the property type (e.g., hotel,
Estate) multifamily, residential, industrial, etc.). If the loan is secured by multiple real estate
property types, report the predominant property type by aggregate value.
Collateral Value For loans that require ongoing or periodic valuation of the collateral, report the
Reporting market value of the collateral as of the reporting date.
Collateral Value Date Define the as-of date that corresponds with the Collateral Value Reporting field.
Covenant Status (Pass / Yes/no, indicating if the facility has satisfied covenant tests.
Fail)
Date of Covenant Default If applicable, report the date when borrower defaulted covenants.
Nature of Covenant If applicable, describe the covenant default (i.e., missing financial statements, ratio
Default trigger).
Date of Covenant Cure If applicable, report the date when borrower cured previous defaults.

Table IV: Data Required Quarterly from Nonprofit Organization Borrowers by Nonprofit Facility
Required Data and NOELF NONLF Definition
Information
Total Assets Yes No The sum of current assets, fixed assets, and other non-current assets
(including, but not limited to, intangible assets, deferred items,
investments, and advances).
Current Assets Yes No Cash, accounts receivable, inventory, and other short term assets that
are likely to be converted into cash, used, sold, exchanged, or otherwise
expensed in the normal course of business within one year.

Total Cash & Yes Yes All cash & investments - both restricted and unrestricted.
Investments
Unrestricted Cash Yes Yes The portion of cash and investments that are not restricted for any
& Investments reason including by donor-imposed stipulations. If applicable, this
includes Cash and investments (at the borrower and affiliated
foundations) plus funds held in trust by others plus pledges receivable
reported in permanently restricted net assets, less permanently
restricted net assets.
Gross Revenue Yes Yes Total income generated from Medicare and Medicaid, including
from Medicare & Medicare and Medicaid managed care plans (if applicable).
Medicaid

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Table IV: Data Required Quarterly from Nonprofit Organization Borrowers by Nonprofit Facility
Required Data and NOELF NONLF Definition
Information
Total Liabilities Yes No The total amount of all outstanding obligations, both current and
noncurrent.
Current Liabilities Yes No Short term debt, accounts payable, and other current liabilities that are
due within one year.
Total Debt (Incl. Yes Yes Existing outstanding and committed debt (including any undrawn
Undrawn Available available amounts, unfunded pension liabilities, operating leases and
Lines of Credit) guaranteed portions of off-balance sheet debt).
Total Revenue Yes Yes Total income generated excluding any non-recurring items.

Net Income Yes No The income (or loss) after expenses and losses have been subtracted
from all revenues and gains for the fiscal period, including discontinued
operations.
Unadjusted EBIDA Yes No Earnings before interest expense, depreciation expense and
amortization expense. The starting point is net income.
Adjusted EBIDA Yes Yes Unadjusted EBIDA adjusted for any non-recurring, one-time or irregular
items. The Adjusted EBIDA measurement should align with the relevant
facility term sheet.
Description of Yes No Description of items that are added to Unadjusted EBIDA to determine
EBIDA Adjustments Adjusted EBIDA.
Operating Cash Yes Yes Operating income before non-cash expenses (operating income plus
Flow depreciation and amortization).
Depreciation Yes No Non-cash expense measured based on the use of fixed assets,
Expense recognized over the useful life of the fixed assets.
Amortization Yes No Non-cash expense measured based on the use of intangible assets,
Expense recognized over the life of the intangible asset.
Interest Expense Yes Yes The periodic finance expense of short term and long term debt.
Description of Yes No Description of items that are added to Unadjusted EBITDA to determine
EBITDA Adjusted EBITDA.
Adjustments

Total Expenses Yes No All money spent and costs incurred, both recurring and non-recurring, to
generate revenue. Expenses exclude items capital in nature (i.e.,
expenses that are allowed to be capitalized and included in the cost
basis of a fixed asset).
Operating Yes Yes Money spent and costs incurred related to normal business operations
Expenses include selling, general & administrative expenses, depreciation, and
amortization (i.e. total expenses less non-recurring expenses) - excludes
capital expenditures and interest expense.
Operating Income Yes Yes Profit (or loss) realized from continuing operations (i.e. unrestricted
revenue less operating expenses).

Capitalized Yes Yes Non-operating expenditures capitalized to fixed assets.
Expenditures
Guarantor Net Yes No Total assets less total liabilities of the guarantor (also referred to as net
Assets worth).

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Table IV: Data Required Quarterly from Nonprofit Organization Borrowers by Nonprofit Facility
Required Data and NOELF NONLF Definition
Information
Sr. Debt Balance Yes Yes Debt amount ranking senior to the Main Street loan.

Additional Pari Yes Yes Debt amount ranking pari passu to the Main Street loan.
Passu Debt
Balance

Collateral Type Yes No If the loan is secured by collateral that is not predominantly real estate,
(Non-Real Estate) including if the collateral provided is different types, report the
predominant type of collateral (e.g., inventory, receivables, securities,
etc.) by aggregate value.
Collateral Type Yes No If the loan is secured by real estate collateral, indicate the property type
(Real Estate) (e.g., hotel, multifamily, residential, industrial, etc.). If the loan is
secured by multiple real estate property types, report the predominant
property type by aggregate value.
Collateral Value Yes No For loans that require ongoing or periodic valuation of the collateral,
Reporting report the market value of the collateral as of the reporting date.
Collateral Value Yes No Define the as-of date that corresponds with the Collateral Value
Date Reporting field.
Covenant Status Yes Yes Yes/no, indicating if the facility has satisfied covenant tests.
(Pass / Fail)
Date of Covenant Yes Yes If applicable, report the date when borrower defaulted covenants.
Default
Nature of Yes Yes If applicable, describe the covenant default (i.e., missing financial
Covenant Default statements, ratio trigger).
Date of Covenant Yes Yes If applicable, report the date when borrower cured previous defaults.
Cure

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