Ethical Wall. The Servicer and the Special Servicer shall afford the Depositor, upon reasonable advance notice, during normal business hours access to all non-confidential, non-proprietary records, including those in electronic form, documentation, records or any other information regarding the Whole Loan that are in its possession or control hereunder and access to its officers responsible therefor. The Depositor shall not have any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer and is not obligated to supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.
Ethical Wall. (a) The Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that divisions and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment Personnel”) will not obtain Confidential Information from the division and individuals of the Servicer who are involved in the performance of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”) and the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The Servicer represents that policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer, between Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel and (b) policies and procedures against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing Personnel. The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).
Ethical Wall. The Administrator must provide, within two weeks of the Effective Date, and thereafter maintain, information barrier procedures acceptable to the Managing Member and designed, at a minimum, to ensure that (a) personnel assigned to perform services are adequately segregated from personnel involved with the Administrator’s other activities that might be in conflict with the duty the Administrator owes to LLC and the Managing Member under this Agreement, and (b) any information related to the services is not shared with personnel involved in activities that might be in conflict with the Administrator’s duty to the LLC and the Managing Member under this Agreement without appropriate vetting and controls being put in place by the Administrator’s Legal and Compliance Departments. The Administrator acknowledges that individuals who sit atop of the ethical wall must be especially vigilant to ensure that discussions with or advice, guidance or direction given to, individuals on the other side of the wall is not based on or influenced by Confidential Information, and the Administrator agrees to take appropriate steps to maintain and enforce appropriate procedures to control the handling of Confidential Information by individuals who sit atop the ethical wall. The implementation of the ethical wall policy of the Administrator shall be reviewed by internal audit or compliance at least once within the first six months of the engagement and thereafter in accordance with the Administrator’s own review policies. The Administrator shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the Administrator’s information barrier procedures. The Administrator agrees to maintain a list of each of the individuals who has been assigned to perform services under this Agreement and the dates of such assignment that can be reviewed by the Managing Member.
Ethical Wall. The Administrator must provide, within two weeks of the Effective Date, and thereafter maintain, an information barrier policy acceptable to the Managing Member designed, at a minimum, to ensure that (a) personnel assigned to the services are adequately segregated from personnel involved with the Administrator’s other activities that might be in conflict with the duty the Administrator owes to LLC or the Managing Member under this 608463 Agreement, and (b) any information related to the services is not shared with personnel involved in activities that might be in conflict with the Administrator’s duty to Managing Member under this Agreement without appropriate vetting and controls being put in place by the Administrator’s Legal and Compliance Departments.
Ethical Wall. (a) A Group Member or a CRS Owner may acquire and own a Minor Interest so long as the Group is in compliance with each of the following:
Ethical Wall. 9 SECTION 5. Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 6. Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 7. Airline Affiliate Review Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 8.
Ethical Wall. Consistent with Section 16, the Manager’s information barrier policies must be designed, at a minimum, to ensure that (a) personnel assigned to the management of assets held for the Company are adequately segregated from personnel involved with the Manager’s general trading, brokerage, sales, or other activities that might be in conflict with the duty the Manager owes to the Company under this Agreement, (b) the Manager establishes and maintains a restricted trading list (the “Restricted List”) and restricts all trading activity on behalf of the Company’s Secondary Market Corporate Funding Facility program (as further described in the Investment Management Agreement (Secondary Market Corporate Credit Facility) between the Company and the Manager dated May 11, 2020) in corporate debt securities of an issuer on the Restricted List as long as the issuer remains on the Restricted List; and (c) any information related to the management of assets for the Company is not shared with personnel involved in any activities that might be in conflict with the Manager’s duty to the Company under this Agreement without appropriate vetting and controls being put in place by the Manager’s Legal and Compliance Department. The Manager shall include an issuer on the Restricted List immediately when, in performing its duties under this Agreement, the Manager receives any material nonpublic information about the issuer. The Manager shall remove an issuer from the Restricted List when all material nonpublic information of the issuer in the Manager’s possession or control becomes public or stale. The Manager shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the Manager’s information barrier policies. The Manager shall also conduct periodic reviews of access permissions for all network systems and folders containing Confidential Information. The Manager shall either retain records relating to such email reviews for as long as it is performing services under this Agreement or provide the records (or copies of such records) to the FRBNY prior to destruction of the records under the Manager’s normal record retention policy.
Ethical Wall. The Financial Agent shall employ suitably robust internal controls to ensure that its personnel and those of its affiliates assigned to provide services under this FAA do not divulge information to other personnel involved with the Financial Agent’s other business activities that may conflict with its duties owed to the Treasury. No information related to the Treasury’s custodial assets, accounting, or other infrastructure services shall be revealed to such other personnel, except as required by law, or as required for internal senior management or legal purposes consistent with the Financial Agent’s duties owed to the Treasury.
Ethical Wall. Consistent with Section 16, the Manager’s information barrier policies must be designed, at a minimum, to ensure that (a) personnel assigned to the management of the Account are adequately segregated from personnel involved with the Manager’s general trading, brokerage, sales, or other activities that might be in conflict with the duty the Manager owes to FRBNY under this Agreement, and
Ethical Wall. Consistent with Section 16, the Manager’s information barrier policies must be designed, at a minimum, to ensure that (a) personnel assigned to the management of assets held for the Company are adequately segregated from personnel involved with the Manager’s general trading, brokerage, sales, or other activities that might be in conflict with the duty the Manager owes to the Company under this Agreement, and (b) any information related to the management of assets for the Company is not shared with personnel involved in activities that might be in conflict with the Manager’s duty to the Company under this Agreement without appropriate vetting and controls being put in place by the Manager’s Legal and Compliance Department The Manager shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the Manager’s information barrier policies. The Manager shall also conduct periodic reviews of access permissions for all network systems and folders containing Confidential Information. The Manager shall either retain records relating to such email reviews for as long as it is performing services under this Agreement or provide the records (or copies of such records) to the FRBNY prior to destruction of the records under the Manager’s normal record retention policy.
