Common use of Due Authorization; Validity Clause in Contracts

Due Authorization; Validity. The board of directors of the Borrower, the Parent and each of their Restricted Subsidiaries, or of their partners, as applicable, have duly authorized the execution, delivery, and performance of the Loan Papers to be executed by the Borrower and each of the Parent or their Restricted Subsidiaries, as appropriate. Each of the Borrower, the Parent and their Restricted Subsidiaries has full legal right, power and authority to execute, deliver and perform under the Loan Papers to be executed and delivered by it. The Loan Papers constitute the legal, valid and binding obligations of the Borrower, the Parent and their Restricted Subsidiaries, as appropriate, enforceable in accordance with their terms (subject as to enforcement of remedies to any applicable Debtor Relief Laws).