| (4) | The Debt Securities and, if applicable, the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, enforceable against the Company and the Guarantors, as applicable, in accordance with their terms, when (a) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Board and, if applicable, the boards of directors or similar governing bodies of the Guarantors have taken all necessary corporate action to approve the issuance and terms of the Debt Securities, the Guarantees, the terms of the offering thereof and related matters, (c) the terms of the Debt Securities and, if applicable, the Guarantees and of their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors, as applicable, and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company or the Guarantors, as applicable, (d) any shares of Common Stock or Preferred Stock issuable upon the conversion of the Debt Securities, if applicable, have been duly and validly authorized for issuance, and (e) the Debt Securities (and if applicable, the related Guarantees) have been duly executed, authenticated, issued and delivered in accordance with the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration for the Debt Securities as provided for therein; |