Common use of Workforce Inclusion Clause in Contracts

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 32.1 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 32.1 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 Head of Financial Markets Advisory group, email:

Workforce Inclusion. The Manager Consultant shall use good faith-efforts effo1ts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the Manager’s Consultant's workforce. The Manager Consultant will maintain sufficient documentation that permits pe1mits the FRBNY Bank to determine dete1mine whether or not the Manager Consultant has made a good-faith effort in this regard. The Manager Consultant understands that the FRBNY’s Bank's Diversity & Inclusion Office may make a determination detennination about whether the Manager Consultant has made the required good-faith effort effo1t and may recommend termination of the Agreement this agreement if the FRBNY’s Bank's Diversity & Inclusion Office determines that the required good-faith effort effo1t has not been made. The FRBNY Bank shall notify the Manager Consultant of such recommendation, and the Manager Consultant shall devise a plan to make such good faith-efforts which effo1ts that is acceptable to the FRBNYBank. If the Manager Consultant has not proceeded diligently to execute the plan within 6 six months thereafter or such other time and manner mam1er accepted by the FRBNYBank, the FRBNY Bank may proceed to terminate the Agreement te1minate this agreement based on that recommendation. Any termination te1mination of the Agreement this agreement by the FRBNY t he Bank pursuant to this Section 32.1 section will be without cost or penalty to the FRBNY Bank (except payment for services se1vices rendered prior to the termination dateeffective date of the te1mination) notwithstanding any other provision of the Agreement this agreement to the contrarycontraiy. FurthermoreFurtl1ennore, any termination tennination pursuant to this Section 32.1 section will not be deemed a termination for breach of this agreement by the Manager of the AgreementConsultant. The Manager’s Consultant's contact for notices from the FRBNY’s Bank's Diversity & Inclusion Office is Head of Financial Markets Advisory group, email:Chief Talent Officer,

Workforce Inclusion. The Manager Administrator shall use good faith-efforts to ensure, to the maximum extent possible, the fair inclusion of women and minorities in the ManagerAdministrator’s workforce. The Manager Administrator will maintain sufficient documentation that permits the FRBNY Managing Member to determine whether or not the Manager Administrator has made a good-good- faith effort in this regard. The Manager Administrator understands that the FRBNYManaging Member’s Office of Diversity & Inclusion Office may make a determination about whether the Manager Administrator has made the required good-faith effort and may recommend termination of the Agreement if the FRBNYManaging Member’s Office of 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 Managing Member may proceed to terminate the Agreement based on that recommendation. Any termination of the Agreement by the FRBNY Managing Member pursuant to this Section 32.1 section will be without cost or penalty to the FRBNY 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. Furthermore, any termination pursuant to this Section 32.1 will not be deemed a termination for breach by the Manager of the Agreement. The ManagerAdministrator’s contact for notices from the FRBNYManaging Member’s Office of Diversity & Inclusion Office is: Name: Title: Senior Vice President and Chief Diversity Officer Email: Phone: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] (a) To maintain the records and prepare reports of and provide accounting services to the LLC as follows (it being understood that the following obligations with respect to reports shall be satisfied to the extent that the Administrator makes such information available (in a form reasonably acceptable to the Managing Member) to the Managing Member on the Administrator’s website (initially xxx.xxxxxxxxxxxxx.xxx) or via such other method as may be reasonably agreed to by the parties): (i) Maintenance of daily general accounting records of the LLC in such form and in sufficient detail as to permit the preparation of financial statements in accordance with GAAP and preparation of periodic reports as follows: (A) statements of net assets; (B) statements of income (including supporting detail for coupon, dividends, amortization, and realized and unrealized gains/losses) and supporting general ledger and trial balances; (C) balance sheets; (D) statements of cash flows; (E) statements of changes in net assets (including support for required footnote disclosures); (F) required financial statement disclosures; (G) income and expense accruals; (H) daily trial balances; (I) daily holdings maturity profile; (J) daily discount window loan portfolio; and (K) other trade data, calculations and reports as the parties may agree to from time to time; and (L) PMCCF Available Amounts, SMCCF Available Amounts, Realized Losses, the PMCCF Available Interest Proceeds Component, the SMCCF Available Interest Proceeds Component, PMCCF Senior Expense Amounts, and SMCCF Senior Expense Amounts necessary for completion of the Payment Calculation Report (as defined below) for each Determination Date. (ii) Preparation of, and furnishing to the Lender and the Managing Member, periodic financial statements in a form mutually agreed upon between the Managing Member and the Administrator for certification by the LLC’s independent public accountants, including all (x) associated footnotes and other disclosures in conformity with accounting principles generally accepted in the United States (“Required Disclosures”) and (y) detailed supporting schedules, where necessary at the individual position, or CUSIP level (“Support”): (A) within 30 calendar days after the end of each fiscal quarter of the LLC (including the final quarter of the LLC’s fiscal year) and within 30 calendar days after the end of each fiscal year, a statement of condition, a statement of income, and a statement of cash flows, in each case with all Required Disclosures and Support, including but not limited to the loan roll-forward table, loans and investment risk profile disclosures, ASC 820 Fair Value Hierarchy disclosure tables, in each case with all Required Disclosures and Support. (iii) Daily (or monthly, in the case of illiquid securities) re-pricing of the Investments of the Borrower (the “Portfolio Investments”), using pricing sources selected and approved by the Managing Member. (iv) Daily accounting and reconciliation of cash and security trades and other activity, including syndicated loans, in the PMCCF Investment Sub- Account, PMCCF Cash Reinvestment Sub-Account, SMCCF Investment Sub- Account or SMCCF Cash Reinvestment Sub-Account (as such terms are defined in the Custodian Agreement) and any other custody accounts, as applicable. (v) Monthly reconciling of all Portfolio Investments, balance of outstanding Loans and any cash on deposit with the Custodian against the records of the Lender, Custodian and relevant Manager within 15 Business Days after the end of each calendar month (separately for each of the Primary Market Facility and Secondary Market Facility, on the one hand, and the PMCCF Investment and Cash Reinvestment Sub-Accounts and the SMCCF Investment Sub-Account and Cash Reinvestment Sub-Accounts on the other) (vi) Monthly allocation of cash receipts in the PMCCF Cash Reinvestment Sub-Account and SMCCF Cash Reinvestment Sub-Account between Principal Proceeds and Interest Proceeds, and monthly determination of the amount of Realized Losses in holdings within the PMCCF Investment Sub- Account and the SMCCF Investment Sub-Account, in each case based on inputs from the relevant Manager. (vii) On a quarterly basis (beginning with quarter ended June 30, 2020), producing a xxxx-to-fair-value holdings report on the Portfolio Investments in the Accounts and Sub-Accounts (as defined in the Custodian Agreement) for the purpose of the LLC and the Managing Member complying with financial statement disclosure. (viii) In consultation with the Managing Member, tracking of unreimbursed balances of draws on the Preferred Equity Account in respect of PMCCF Senior Shortfall Amounts or SMCCF Senior Shortfall Amounts, and unreimbursed balances of PMCCF Interest Proceeds applied to pay amounts owing under the SMCCF Priority of Payments and unreimbursed balances of SMCCF Interest Proceeds applied to pay amounts owing under the PMCCF Priority of Payments. (ix) Providing such information on Fees, Costs and Expenses (including the payment thereof) and other matters as reasonably requested by the Lender or otherwise upon instruction by the Lender. (x) Not later than 3:00 p.m. (or such other time agreed upon by the parties hereto), on each Business Day, preparing and delivering a report substantially in the form of Annex I hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Daily Summary Report”), and with information regarding such day to the Managing Member and the Lender. To the extent that the Administrator has not received in a timely manner information from the relevant Manager that is Head reasonably necessary to complete the Daily Summary Report, the Administrator shall so inform the LLC; provided that the failure to so inform will not result in any liability with respect to the Administrator. (xi) Preparing and delivering to the Managing Member and the relevant Manager a report substantially in the form of Financial Markets Advisory groupAnnex II hereto, email:as such form may be amended from time to time by the parties hereto (each such report, a “Payment Calculation Report”), for the upcoming Settlement Date by such time and in accordance with such procedures as agreed to by the parties hereto such that pursuant to the Managing Member’s Instruction (as defined in the Custodian Agreement) disbursements and payments specified in Section II of such Payment Calculation Report could be made by such Settlement Date. Each Payment Calculation Report shall set forth in detail the information required by Sections I and II thereof (in each case, calculated as of the fifth Business Day prior to the upcoming Settlement Date (each such date, a “Determination Date”)), and information regarding the payment of unpaid Fees and Costs and Expenses incurred prior to the related Determination Date shall be based on certificates, documents, invoices or other information received by the Administrator, or forwarded to the Administrator, in accordance with timing and procedures reasonably agreed to by the parties hereto. To the extent that the Administrator has not received in a timely manner information from the Custodian that is reasonably necessary to complete the Payment Calculation Report, the

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 32.1 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 32.1 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 Head 608182.4 Page 22 of Financial Markets Advisory group35 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, email: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.