The execution, delivery and performance by the Borrower and the Parent of this Amendment are within the Borrower’s limited liability company powers and the Parent’s partnership powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or any material agreement binding upon the Borrower, the Parent or any other Loan Party or result in the creation or imposition of any Lien upon any of the assets of the Borrower, the Parent or any other Loan Party except Liens permitted by Section 7.01 of the Credit Agreement.