merely because Tenant is unable to productively use the Premises in the event that the physical and structural integrity of the Premises is undamaged.

GE’s commitment to total, unyielding Integrity is set forth in the Company’s Compliance Handbook, Integrity: The Spirit and The Letter of Our Commitment (“Spirit & Letter”). The policies set forth in the Spirit & Letter govern the conduct of all GE employees and are supplemented by compliance procedures and guidelines adopted by GE components. All GE employees must not only comply with the “letter” of the Company’s compliance policies, but also with their “spirit.”

· Model high standards of leadership, integrity, teamwork, and communication as a member of the executive team while embracing the values and culture of the Bank.

None of the Companies or Physician-Owned Practices, or their respective directors, officers, employees or, to the knowledge of any Loan Party, Licensed Providers: # has been assessed a material civil monetary penalty under any Healthcare Laws; # has been excluded from participation in Medicare, Medicaid or any other government healthcare programs; # has been excluded, suspended, or debarred from any government health care program or been subject to sanction, charged or been convicted of a crime in connection with any such program or related Healthcare Law; or # is or has been a party to a corporate integrity agreement with the Office of the Inspector General of the U.S. Department of Health and Human Services, a deferred or non-prosecution agreement with the U.S. Department of Justice, or otherwise has a reporting or disclosure obligation pursuant to any settlement agreement entered into with any governmental authority.

The “spirit” of GE’s Integrity commitment is set forth in the GE Code of Conduct, which each GE employee has made a personal commitment to follow:

General Electric Company and its GE Energy business (“GE”) are committed to unyielding Integrity and high standards of business conduct in everything we do, especially in our dealings with GE suppliers, contractors and consultants (collectively “suppliers”). For well over a century, GE people have created an asset of incalculable value - the company’s worldwide reputation for integrity and high standards of business conduct. That reputation, built by so many people over so many years, rides on each business transaction we make.

Corporate Existence and Standing. Each of the Company and its Subsidiaries is a corporation, partnership, limited liability company or other organization duly incorporated or organized, validly existing and in good standing (to the extent such concept is applicable to such entity) under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to be in good standing or authorized to conduct business would have a Material Adverse Effect.

Corporate Dissolution or Bankruptcy. The Human Resources Committee may terminate and liquidate the Plan within twelve (12) months of a corporate dissolution taxed under section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the RSUs deferred under the Plan are included in Participants’ gross income in the latest of the following years (or if earlier, the taxable year in which the amount is actually or constructively received):

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Conversion Upon Corporate Event. In the event of a Corporate Event, the ​ may elect to convert the Notes into shares of Common Stock at the Conversion Price. Upon the election of conversion by the ​ as set forth in this [Section 4(b)], this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation.