Common use of Sole Authority Clause in Contracts

Sole Authority. Except as expressly provided in this Agreement, the investment authority granted to the Manager shall include the sole authority to exercise whatever powers the FRBNY may possess with respect to any of the assets held in the Account, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not incur any liability to the FRBNY by reason of exercising or failing to exercise the powers set out in this paragraph in the absence of its gross negligence, willful misconduct, or bad faith. The Manager shall review, evaluate, and make a determination with respect to such actions, in good faith, as they arise. When exercising this authority, the Manager will be guided by this Agreement.