provider agreements, to be obtained or issued (either in total or
individually) in the name of Lessor or its designee in the event that Lessor
reasonably determines in good faith that (irrespective of any claim, dispute or
other contention or challenge of such Facility Lessee) there is any material
breach, default or other lapse in any representation, warranty, covenant or
other delegation of duty to such Facility Lessee (beyond any applicable grace or
cure period) and the issuing government agency has threatened or asserted in
writing that such License will terminate or has lapsed or that such License or
certification or accreditation status is in jeopardy. If, upon the request of
Lessor, any Facility Lessee shall fail to comply with its obligations described
in the immediately foregoing sentence, Lessee hereby irrevocably appoints Lessor
as agent of each Facility Lessee for such express purposes. This power is
coupled with the ownership interest of Lessor in and to the Leased Property and
all incidental rights attendant to any and all of the foregoing rights.
38.4 Termination of Lease. UPON THE TERMINATION OF THIS LEASE (ASSUMING LESSEE
DOES NOT PURCHASE THE LEASED PROPERTY AS PROVIDED HEREIN), WITHOUT ANY
ADDITIONAL CONSIDERATION TO ANY FACILITY LESSEE, EACH FACILITY LESSEE SHALL, FOR
REASONABLE PERIODS OF TIME AFTER SUCH TERMINATION, USE ITS BEST EFFORTS TO
FACILITATE AN ORDERLY TRANSFER OF THE OPERATION AND OCCUPANCY OF THE FACILITY
OPERATED BY SUCH FACILITY LESSEE TO LESSOR OR ITS DESIGNEE, AND SUCH COOPERATION
SHALL INCLUDE, WITHOUT LIMITATION, (1) SUCH FACILITY LESSEE'S EXECUTION AND
SUBMISSION TO THE APPROPRIATE AUTHORITY OF ANY AND ALL DOCUMENTS REQUIRED TO
EFFECT THE TRANSFER, ISSUANCE OR ASSIGNMENT TO LESSOR OR ITS DESIGNEE OF ANY AND
ALL LICENSES, INCLUDING ALL MEDICARE AND MEDI-CAL PROVIDER NUMBERS AND PROVIDER
AGREEMENTS, (2) SUCH FACILITY LESSEE'S MAINTENANCE OF THE EFFECTIVENESS OF ANY
AND ALL SUCH LICENSES UNTIL SUCH TIME AS ANY NEW LICENSES NECESSARY FOR ANY NEW
LESSEE OR OPERATOR TO OPERATE THE FACILITY OPERATED BY SUCH FACILITY LESSEE HAVE
BEEN ISSUED, AND (3) THE TAKING OF SUCH OTHER ACTIONS AS REASONABLY REQUESTED BY
LESSOR OR REQUIRED BY APPLICABLE LAW; IT BEING UNDERSTOOD AND AGREED THAT THE
PERFORMANCE OR EXERCISE OF ANY OF THE FOREGOING RIGHTS, REMEDIES, DUTIES AND
OBLIGATIONS SHALL BE WITHOUT ANY ADDITIONAL CONSIDERATION TO SUCH FACILITY
LESSEE.
38.5 Material Condition of Lease. IT IS AN INTEGRAL CONDITION OF THIS LEASE, AND
A MATERIAL INDUCEMENT TO LESSOR'S AGREEMENT TO ENTER INTO THIS LEASE, THAT EACH
FACILITY LESSEE ACKNOWLEDGES AND AGREES TO COOPERATE WITH AND ASSIST LESSOR
AND/OR ITS DESIGNEE IN CONNECTION WITH ANY TRANSFER OF THE LICENSES OR THE
OPERATIONS OF THE FACILITY IN ACCORDANCE WITH THIS ARTICLE XXXVIII, INCLUDING,
WITHOUT
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LIMITATION, IN CONNECTION WITH A TERMINATION OF THIS LEASE OR REMOVAL OF LESSEE
FROM POSSESSION OF THE LEASED PROPERTY IN THE MANNER SET FORTH IN SECTION 38.4
ABOVE, WHICH COOPERATION AND ASSISTANCE SHALL BE WITHOUT ANY ADDITIONAL
CONSIDERATION TO LESSEE. EACH FACILITY LESSEE HEREBY APPOINTS EACH OF PRIME
HEALTHCARE'S CHAIRMAN, CHIEF EXECUTIVE OFFICER AND GENERAL COUNSEL,