Action by the Independent Managers. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Sole Member or any other Person, so long as any Obligation remains outstanding, neither the Sole Member nor any other Person shall be authorized or empowered on behalf of the Company to, nor shall they permit the Company to, and the Company shall not, without the prior unanimous written consent of the Sole Member and each Independent Manager, take any Material Action provided, however, that, so long as any Obligation is outstanding, the Sole Member may not authorize the taking of any of the foregoing actions, unless there is at least two (2) Independent Managers then serving in such capacity and each Independent Manager has consented to such action in writing.
