Common use of Specific Prohibitions Clause in Contracts

Specific Prohibitions. 18.2.1 The Manager acknowledges that it would be a breach of its duties under the Agreement for the Manager or an Affiliate of the Manager to use Confidential Information obtained in the course of this engagement to enter into a trade or other transaction other than for the Company. Neither the Manager nor any of its Affiliates or their respective directors, officers, or employees shall use any Confidential Information except as expressly permitted in the Agreement. This restriction prohibits, without limitation, use of any Confidential Information for the benefit of the Manager or any of its Affiliates or their respective directors, officers, or employees (beyond the consideration to be paid to the Manager by the Company pursuant to the Agreement), for the benefit of any other Manager client, or to inform any financial transaction, render any advice or recommendation, or attempt to influence any market or transaction for the benefit of any individual or entity other than the Company. 18.2.2 The Manager shall not knowingly engage in any transaction that would require the Company’s consent pursuant to Section 206(3) of the Advisers Act and the rules and regulations promulgated thereunder unless such transaction is approved by the Company. 18.2.3 The Manager shall not knowingly purchase any asset for the Company from any account or portfolio for which the Manager or any of its Affiliates serves as investment adviser or knowingly sell any asset of the Company to any account portfolio for which the Manager or any such Affiliate serves as investment adviser unless such transaction is approved by the FRBNY. 18.2.4 The Manager acknowledges that it would be a breach of its duties to the Company for the Manager or an Affiliate of the Manager to engage in any transaction that would be inconsistent with the special conditions set forth in Exhibit A-2 related to exchange traded funds, and the Manager and its Affiliates shall comply with the special conditions as long as the Manager provides services with respect to the Facility.

Specific Prohibitions. 18.2.1 The Manager acknowledges that it would be a breach of its duties under the Agreement for the Manager or an Affiliate of the Manager to use Confidential Information obtained in the course of this engagement to enter into a trade or other transaction other than for the Company. Neither the Manager nor any of its Affiliates or their respective directors, officers, or employees shall use any Confidential Information except as expressly permitted in the Agreement. This restriction prohibits, without limitation, use of any Confidential Information for the benefit of the Manager or any of its Affiliates or their respective directors, officers, or employees (beyond the consideration to be paid to the Manager by the Company pursuant to the Agreement), for the benefit of any other Manager client, or to inform any financial transaction, render any advice or recommendation, or attempt to influence any market or transaction for the benefit of any individual or entity other than the Company. 18.2.2 The Manager shall not knowingly engage in any transaction that would require the Company’s consent pursuant to Section 206(3) of the Advisers Act and the rules and regulations promulgated thereunder unless such transaction is approved by the Company. 18.2.3 The Manager shall not knowingly purchase any asset for the Company from any account or portfolio for which the Manager or any of its Affiliates serves as investment adviser or knowingly sell any asset of the Company to any account portfolio for which the Manager or any such Affiliate serves as investment adviser unless such transaction is approved by the FRBNY. 18.2.4 The Manager acknowledges that it would be a breach of its duties to the Company for the Manager or an Affiliate of the Manager to engage in any transaction that would be inconsistent with the special conditions set forth in Exhibit A-2 related to exchange traded funds, and the Manager and its Affiliates shall comply with the special conditions as long as the Manager provides services with respect to the Facility. 18.2.5 The Manager shall not participate as an Eligible Issuer in, and it will cause its Affiliates not to participate as an Eligible Issuer in, the Facility even if the Manager or an Affiliate, as the case may be, would otherwise be eligible to participate based on the eligibility criteria for the Facility. Further, to the extent the Manager or an Affiliate is acting in an asset management capacity or in a program management capacity with respect to any other program or facility implemented by the Company, the Manager agrees not to (a) transact on behalf of the Company in any Eligible Bonds for which the Manager or an Affiliate is the issuer or (b) influence any decision or undertaking by any other asset manager to transact on behalf of the Company in any Eligible Bonds for which the Manager or an Affiliate is the issuer.