Common use of Authority of the Sole Member Clause in Contracts

Authority of the Sole Member. The right to manage, control and conduct the business and affairs of the Company shall be vested solely in the Sole Member. Subject to Section 11.1 hereof, the Sole Member shall have authority to (a) execute and deliver on behalf of the Company any and all agreements, instruments, consents, certificates, and other documents and (b) take any and all such actions as the Sole Member may deem necessary or appropriate to carry out the intent of the foregoing, and no third party shall be required to inquire into the authority of the Sole Member to take such action on behalf of the Company. The Sole Member shall cause the Company to have at all times two (2) individuals serving as Independent Managers pursuant to Section 12.4 hereof. Notwithstanding the foregoing, for so long as any portion of the Obligations remain outstanding, the Sole Member appointed as of the date hereof shall not be changed or replaced without the prior written consent of Lender.