Authority; Enforceability. This Agreement, the Certificate of Designation, the Registration Rights Agreement, the Note Purchase Agreement with LDI, the Amended and Restated [[Organization B:Organization]] Warrant, the Amended and Restated ​/D2 Warrants, any other agreements delivered together with this Agreement or in connection therewith (collectively “Transaction Documents”) have been duly authorized, executed, and delivered by ​ and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. ​ has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder, including, without limitation, # the issuance of the Exchange Shares and # the reservation and issuance of the Conversion Shares in accordance with the Certificate of Designation and the terms of this Agreement (subject to any Stockholder Approval that may be required); provided, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, ​ represents and warrants specifically that neither any Stockholder Approval nor any consent or approval of any stockholder of ​ is required for the issuance to SPV of the Exchange Shares in the Debt-for-Equity Exchange.

Authorization; Enforceability. This Amendment has been duly authorized by all necessary corporate, shareholder or other organizational action by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authority, Enforceability. Subject to the receipt of the Noteholder Consent in accordance with article 94-33] of the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies Act”), the Lender represents that the Lender has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to consummate the Exchange. Subject to the foregoing and once executed and delivered by all parties hereto, this Agreement will constitute the legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. If the Lender is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

Authority; Enforceability. This Agreement and any other agreements delivered together with this Agreement or in connection therewith (collectively “Transaction Documents”) have been duly authorized, executed, and delivered by Eastside and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. Eastside has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder, including, without limitation, # the issuance of the SD Preferred SE Preferred and common stock and # the reservation and issuance of the SD Conversion Shares and SE Conversion Shares in accordance with their Certificates of Designation and the terms of this Agreement (subject to any Stockholder Approval that may be required).

Successors; Enforceability. The terms and provisions of this Amendment shall be binding upon the Borrower, the Administrative Agent and the Banks and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Administrative Agent and the Banks and the successors and assigns of the Administrative Agent and the Banks.

Severability; Enforceability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void by the final determination of a court of competent jurisdiction in any jurisdiction and all appeals therefrom shall have failed or the time for such appeals shall have expired, as to that jurisdiction and subject to this Section 5.5, such clause or provision shall be deemed eliminated from this Agreement but the remaining provisions shall nevertheless be given full force and effect. In the event this Agreement or any portion hereof is more restrictive than permitted by the law of the jurisdiction in which enforcement is sought, this Agreement or such portion shall be limited in that jurisdiction only, and shall be enforced in that jurisdiction as so limited to the maximum extent permitted by the law of that jurisdiction.

no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Joinder and the Subsidiary Guaranty;

no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other Person are necessary for the Borrower’s execution, delivery or performance of this Amendment or for the Amendment’s validity or enforceability; and

Each of the EnTrust Group Members has all necessary capacity, legal right, power and authority to enter into, execute and deliver each of the Ancillary Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by of each such Person of each such Ancillary Document, and the consummation by each such Person of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action. Each such Ancillary Document, at the time of its execution by each EnTrust Group Member who is a party thereto, will be duly and validly executed and delivered by such Person, and, assuming due authorization, execution and delivery by each of the other parties thereto, will constitute the legal, valid and binding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Limitations.

in accordance with its terms, and upon execution and delivery thereof by ​ each Note will constitute, a legal, valid and binding obligation of ​ enforceable against ​ in accordance with their respective terms, except in each case as such enforceability may be limited by # applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and # general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).