to the Facility) and as required under state and federal
law.
Notwithstanding the foregoing, Lessee shall have the right at any time to
withdraw from or terminate its certification and participation under Medicare
and Medicaid legislation and regulations, DHHS, CMS, and/or state or federal
Title XVIII and/or Title XIX provider programs applicable for each such ACH
Facility or ACH Remote Facility (collectively, "Third-Party Programs"); provided
that such withdrawal or termination is voluntary and not the result of any fraud
or violation of the terms of such Third-Party Program.
37.2 No Transfers or Alterations of Licenses.
Lessee covenants and agrees that
it shall not, without the prior written consent of Lessor, which may be granted
or withheld in Lessor's sole discretion, whether before, during or after the
Term, (a) sell, move, modify (including, without limitation, the establishment
of a "provider based" network or similar arrangement), cancel, surrender,
transfer, assign, relocate, pledge, secure, convey or in any manner encumber any
License, except to the assignee of the applicable Facility Lessee in connection
with a Permitted Sale Transaction and in connection with a withdrawal or
termination permitted in the last sentence of Section 37.1 above, or (b) effect
or attempt to effect any change in the license category or status of any
Facility or any part thereof.
37.3 Termination of Lease or Possession.
UPON THE TERMINATION OF THIS LEASE OR
THE TERMINATION OF LESSEE'S POSSESSION WITH RESPECT TO THE
PORTION OF THE
LEASED PROPERTY RELATING TO ANY ONE OR MORE OF THE FACILITIES FOLLOWING AN EVENT
OF DEFAULT PURSUANT TO SECTION 16.1 OR IN CONNECTION WITH A CASUALTY EVENT
PURSUANT TO ARTICLE XIV (AND ASSUMING LESSEE DOES NOT PURCHASE SUCH LEASED
PROPERTY AS PROVIDED HEREIN), WITHOUT ANY ADDITIONAL CONSIDERATION TO LESSEE,
LESSEE SHALL, FOR REASONABLE PERIODS OF TIME IMMEDIATELY BEFORE AND AFTER SUCH
TERMINATION, USE ITS BEST EFFORTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
(a)WITH RESPECT TO FSE FACILITIES, TO FACILITATE THE ISSUANCE OR OBTAINING OF
NEW PARTICIPATION AGREEMENTS (IF APPLICABLE) NECESSARY FOR THE OPERATION AND
OCCUPANCY OF SUCH FSE FACILITY TO LESSOR OR ITS DESIGNEE, AND SUCH COOPERATION
SHALL INCLUDE, WITHOUT LIMITATION, (I) THE APPLICABLE FACILITY LESSEE'S
EXECUTION AND SUBMISSION TO THE APPROPRIATE AUTHORITY OF ANY AND ALL DOCUMENTS
REQUIRED TO EFFECT
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THE ISSUANCE TO LESSOR OR ITS DESIGNEE OF ANY AND ALL NEW LICENSES, INCLUDING
NEW MEDICARE AND MEDICAID PROVIDER NUMBERS AND PROVIDER AGREEMENTS, TO THE
EXTENT APPLICABLE; (II) 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 APPLICABLE FSE FACILITY HAVE BEEN
ISSUED; AND (C) THE TAKING OF SUCH OTHER ACTIONS AS REASONABLY REQUESTED BY
LESSOR OR REQUIRED BY APPLICABLE LAW; AND
(b)WITH RESPECT TO ACH FACILITIES AND ACH REMOTE FACILITIES, TO FACILITATE AN
ORDERLY TRANSFER OF THE OPERATION AND OCCUPANCY OF SUCH ACH FACILITY TO LESSOR
OR ITS DESIGNEE, AND SUCH COOPERATION SHALL INCLUDE, WITHOUT LIMITATION, (I) THE
APPLICABLE FACILITY LESSEE'S EXECUTION AND SUBMISSION TO