Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction # assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and # is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

Corporate Documents. The Administrative Agent shall have received # a recently dated certificate as to the good standing of the Borrower under the laws of its jurisdiction of incorporation, and # a certificate of the secretary or assistant secretary of the Borrower certifying # that attached thereto are true and complete copies of # the certificate of incorporation, certificate of formation or equivalent formation document of the Borrower, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, # the bylaws, operation agreement, limited liability company agreement or equivalent document of the Borrower as in effect on the First Amendment and Restatement Effective Date, and # the resolutions of the board of directors (or other appropriate governing body) of the Borrower, authorizing the borrowings contemplated hereunder, the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower are contemplated to be a party, and # as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents.

Corporate Successors. The Plan and the obligations of HP under the Plan shall become the responsibility of any successor to HP by reason of a transfer or sale of substantially all of the assets of HP or by the merger or consolidation of HP into or with any other corporation or other entity.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance # by the [[Organization A:Organization]] of this Agreement and each other Loan Document to which it is a Party, and # by [[Organization C:Organization]] of the [[Organization C:Organization]] Guarantee shall have been duly and effectively taken, and evidence thereof satisfactory to the [[Organization B:Organization]] shall have been provided to the [[Organization B:Organization]].

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity;

Corporate Existence. ​ is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. ​ has full corporate power and authority to execute and deliver this Agreement.

Corporate Power. ​ has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the ​ Shares, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Integrity Agreement. No Borrower, and to each Borrower’s knowledge, no officer, managing employee or director of any Borrower, in each case, in such capacity, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other similar written agreement with any Governmental Authority concerning compliance with Health Care Laws or the requirements of any Health Care Permit that could reasonably be expected to have a Material Adverse Effect.

The Company has furnished to Buyer true and complete copies of # the articles of incorporation and bylaws of the Company as currently in effect, including all amendments thereto, # the minute books of the Company and # the stock transfer books of the Company. Such minutes reflect all meetings of the Company’s shareholders, Board of Directors and any committees thereof since the Company’s inception, and such minutes accurately reflect the events of and actions taken at such meetings. Such stock transfer books accurately reflect all issuances and transfers of shares of capital stock of the Company since its inception.

Corporate Power of Company. The Company and HoldCo each has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company and HoldCo of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of the Company and HoldCo. Except for obtaining the approval of its Shareholders, in accordance with the By-Laws, no further authorization is necessary on the part of either the Company or HoldCo to consummate the transactions contemplated hereby.