Workforce Inclusion Sample Clauses

Workforce Inclusion. The Custodian shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Custodian’s workforce. The Custodian will maintain sufficient documentation that permits the Managing Member to determine whether or not the Custodian has made a good-faith effort in this regard. The Custodian understands that the Managing Member’s Office of Minority and Women Inclusion may make a determination about whether the Custodian has made the required good-faith effort and may recommend termination of the Agreement if the Managing Member’s Office of Minority and Women Inclusion determines that the required good-faith effort has not been made. The Managing Member may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the Managing Member pursuant to this section will be without cost or penalty to the Borrower or the Managing Member (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. The Custodian’s contact for notices from the Managing Member’s Office of Minority and Women Inclusion is [name ( ), title (Senior VP and Chief Diversity Officer), email address ), and phone ( )].

Workforce Inclusion. The Administrator shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Administrator’s workforce. The Administrator will maintain sufficient documentation that permits the Managing Member to determine whether or not the Administrator has made a good-faith effort in this regard. The Administrator understands that the Managing Member’s Office of Minority and Women Inclusion may make a determination about whether the Administrator has made the required good-faith effort and may recommend termination of the Agreement if the Managing Member’s Office of Minority and Women Inclusion determines that the required good-faith effort has not been made. The Managing Member may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the Managing Member pursuant to this section will be without cost or penalty to the LLC or the Managing Member (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. The Administrator’s contact for notices from the Managing Member’s Office of Minority and Women Inclusion is [name ( ), title (Senior VP and Chief Diversity Officer), email address , and phone ( )].

Workforce Inclusion. The Firm agrees that it does not discriminate in employment or subcontracting on the basis of race, sex, color, religion, national origin, gender identity, sexual orientation, age, genetic information, or disability. Bank does not discriminate on the basis of race, sex, color, religion, national origin, gender identity, sexual orientation, age, genetic information, or disability in the solicitation, award, or administration of contracts. Bank also promotes the acquisition of goods and services from small businesses. Bank is committed to ensuring that all firms interested in doing business with Bank, including minority and women-owned businesses, have the maximum practicable opportunity to participate fairly in contracts awarded by Bank. By entering into this letter, the Firm confirms its commitment to equal opportunity in employment and contracting. To implement this commitment, the Firm shall, to the maximum extent possible consistent with applicable law, provide for the fair inclusion of minorities and women in its workforce. If requested by Bank, the Firm shall provide reasonable documentation of the actions it has undertaken to verify its good faith compliance with this requirement. To the maximum extent possible consistent with applicable law, the Firm shall comply with this policy in the awarding of subcontracts under this Agreement and shall require its subcontractors, if applicable, to provide for the fair inclusion of women and minorities in each of their respective workforces. The Firm understands and agrees that a breach of this section constitutes a material breach of this Agreement. The Firm’s contact for notices from the Bank’s Office of Diversity and Inclusion is , who may be reached at

Workforce Inclusion. The Manager shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the FRBNY to determine whether or not the Manager has made a good-faith effort in this regard. The Manager understands that the FRBNY’s Diversity & Inclusion Office may make a determination about whether the Manager has made the required good-faith effort and may recommend termination of the Agreement if the FRBNY’s Diversity & Inclusion Office determines that the required good-faith effort has not been made. The FRBNY shall notify the Manager of such recommendation, and the Manager shall devise a plan to make such good faith-efforts which is acceptable to the FRBNY. If the Manager has not proceeded diligently to execute the plan within 6 months thereafter or other time and manner accepted by the FRBNY, the FRBNY may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY pursuant to this section will be without cost or penalty to the FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of the Agreement to the contrary. Furthermore, any termination pursuant to this section will not be deemed a termination for breach by the Manager of the Agreement. The Manager’s contact for notices from the FRBNY’s Diversity & Inclusion Office is 608182.4 Page 22 of 35 25MAR2020 608182.4 Page 23 of 35 25MAR2020 608182.4 Page 23 of 35 25MAR2020 Exhibit A Investment Guidelines Exhibit B Power of Attorney Exhibit C Authorized Counterparties Exhibit D Fee Schedule and Payment Procedures Exhibit E Designated Representatives of the FRBNY Exhibit F Key Personnel Exhibit G Information Barrier and Conflicts of Interest Mitigation Procedures 608182.4 Page 24 of 35 25MAR2020 These Investment Guidelines provide a framework for the investment managers in approaching investment decisions, including decisions of the Manager with respect to the Account. Collectively the accounts managed by the investment managers, including the Account managed by the Manager, are referred to as the "Portfolio". The Investment Guidelines will be reviewed by the FRBNY on a periodic basis and revised as necessary.

Workforce Inclusion. Each Account Party shall use good faith efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Account Party’s workforce. Each Account Party will maintain sufficient documentation that permits FRBNY to determine whether or not the Account Party has made a good faith effort in this regard. Each Account Party understands that FRBNY’s Office of Minority and Women Inclusion may make a determination about whether the Account Party has made the required good faith effort and may recommend termination of this Agreement if FRBNY’s Office of Minority and Women Inclusion determines that the required good faith effort has not been made. Company and FRBNY may proceed to terminate this Agreement based on that recommendation. Any termination of this Agreement by Company and FRBNY pursuant to this Section will be without cost or penalty to the Company or FRBNY (except payment for services rendered prior to the termination date) notwithstanding any other provision of this Agreement to the contrary. Each Account Party’s contact for notices from FRBNY’s Office of Minority and Women Inclusion is

Workforce Inclusion. BNYMCM shall use good faith efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in BNYMCM’s workforce. BNYMCM will maintain sufficient documentation that permits the New York Fed to determine whether or not BNYMCM has made a good faith effort in this regard. BNYMCM understands that the New York Fed’s Office of Minority and Women Inclusion may make a determination about whether BNYMCM has made the required good faith effort and may recommend termination of this Agreement if the New York Fed’s Office of Minority and Women Inclusion determines that the required good faith effort has not been made. The Purchaser may proceed to terminate this Agreement based on that recommendation. Any termination of this Agreement by the Purchaser pursuant to this subsection (a) will be without cost or penalty to the Purchaser (except payment for Services rendered prior to the termination date) notwithstanding any other provision of this Agreement to the contrary. BNYMCM’s contact for notices from the New York Fed’s Diversity & Inclusion Office is Global Head of Diversity & Inclusion,

Workforce Inclusion. The Manager shall use good faith efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s workforce. The Manager will maintain sufficient documentation that permits the New York Fed to determine whether or not the Manager has made a good faith effort in this regard. Each Manager understands that the New York Fed’s Office of Minority and Women Inclusion may make a determination about whether the Manager has made the required good faith effort and may recommend termination of this Agreement if the New York Fed’s Office of Minority and Women Inclusion determines that the required good faith effort has not been made. The Client and the New York Fed may proceed to terminate this Agreement based on that recommendation. Any termination of this Agreement by the Client and the New York Fed pursuant to this Section will be without cost or penalty to the Client or the New York Fed (except payment for services rendered prior to the termination date) notwithstanding any other provision of this Agreement to the contrary. The Manager’s contact for notices from the New York Fed’s Office of Minority and Women Inclusion is , Executive Vice President, , .

Workforce Inclusion. The Credit Administrator shall use good faith efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Credit Administrator’s workforce. The Credit Administrator will maintain sufficient documentation that permits the Managing Member to determine whether or not the Credit Administrator has made a good faith effort in this regard. The Credit Administrator understands that the Managing Member’s Office of Diversity & Inclusion may make a determination about whether the Credit Administrator has made the required good faith effort and may recommend termination of this Agreement if the Managing Member’s Office of Diversity & Inclusion determines that the required good faith effort has not been made. The Managing Member may proceed to terminate this Agreement based on that recommendation. Any termination of this Agreement by the Managing Member pursuant to this section will be without cost or penalty to the LLC or the Managing Member (except payment for services rendered prior to the termination date) notwithstanding any other provision of this Agreement to the contrary. The Credit Administrator’s contact for notices from the Managing Member’s Office of Diversity & Inclusion is: .

Workforce Inclusion. Each Account Party shall use good faith efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Account Party’s workforce. Each Account Party will maintain sufficient documentation that permits New York Fed to determine whether or not the Account Party has made a good faith effort in this regard. Each Account Party understands that New York Fed’s Office of Minority and Women Inclusion may make a determination about whether the Account Party has made the required good faith effort and may recommend termination of this Agreement if New York Fed’s Office of Minority and Women Inclusion determines that the required good faith effort has not been made. Company and New York Fed may proceed to terminate this Agreement based on that recommendation. Any termination of this Agreement by Company and New York Fed pursuant to this Section will be without cost or penalty to the Company or New York Fed (except payment for services rendered prior to the termination date) notwithstanding any other provision of this Agreement to the contrary. Each Account Party’s contact for notices from New York Fed’s Office of Minority and Women Inclusion is VP/Lead Manager HR Policy, AA EO & SUB Plan Governance,