Common use of Sole Manager Clause in Contracts

Sole Manager. The Company is and shall be the sole and exclusive Manager of the business of GNW. No other person, including the Investors, shall have any authority to conduct such business. The Manager shall, in its discretion, purchase Bonds on such terms as it deems appropriate, except that purchases which cause the weighted average cost of the Bonds to exceed 65% of their face amount shall be subject to the approval of the Investors, such approval not to be unreasonably withheld or delayed. As Manager, the Company shall have the sole and exclusive right to vote the Bonds and to vote any and all securities issued to GNW on account of the Bonds in its sole discretion. The Manager's exclusive right to vote the Bonds and/or other securities, is absolute and irrevocable for so long as the Bonds and/or other securities are owned by GNW (the Bonds and Securities shall cease to be owned by GNW if transferred to the Investors in accordance with Section 2.3 hereof. The Company shall be deemed a third party beneficiary of the Operating Agreement.