LESSEE SHALL, FOR REASONABLE PERIODS OF TIME AFTER SUCH
TERMINATION, USE ITS COMMERCIALLY REASONABLE EFFORTS TO FACILITATE AN ORDERLY
TRANSFER OF THE OPERATION AND OCCUPANCY OF SUCH PROPERTY 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 AND PARTICIPATION AGREEMENTS, (2)
SUCH FACILITY LESSEE'S MAINTENANCE OF THE EFFECTIVENESS OF ANY AND ALL SUCH
LICENSES AND PARTICIPATION AGREEMENTS 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 AND
PARTICIPATION AGREEMENTS OR THE OPERATIONS OF THE FACILITIES IN ACCORDANCE WITH
THIS ARTICLE XXXVIII. INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH A
TERMINATION OF THIS LEASE OR REMOVAL OF LESSEE FROM POSSESSION OF ONE OR MORE
PROPERTIES IN THE MANNER SET FORTH IN SECTION 38.4 ABOVE, WHICH COOPERATION AND
ASSISTANCE SHALL BE WITHOUT ANY ADDITIONAL CONSIDERATION TO LESSEE.
76
38.6. Cooperation; Applicable Transfer Requirements. The obligations of each
Facility Lessee set forth in Sections 38.4 and 38.5 shall include, without
limitation, such Facility Lessee using its commercially reasonable efforts to
assist and cooperate with Lessor (or its designee) in (i) obtaining any new
material Licenses and Participation Agreements or (ii) transferring or assigning
any existing material Licenses and Participation Agreement, which shall include,
without limitation, each Facility Lessee using its commercially reasonable
efforts to execute and deliver such change of ownership documentation required
to transfer any material Licenses and Participation Agreements (including,
without limitation, any Form CMS 855 to assign any Medicare provider agreements)
to Lessor or its designee. Lessor acknowledges that the obligations of each
Facility Lessee set forth in Sections 38.4 and 38.5 shall be subject to all
applicable notice, review, or approval requirements of any Governmental Body
including, without limitation, any requirements of the Massachusetts Department
of Health and Human Services or other State Regulatory Authority (collectively,
the "Transfer Requirements"); provided, however, that until such time as all
applicable Transfer Requirements have been satisfied, each Facility Lessee shall
continue to use its commercially reasonable efforts to satisfy the obligations
set forth in Sections 38.4 and 38.5.
ARTICLE XXXIX.
INTENTIONALLY DELETED
ARTICLE XL.
MISCELLANEOUS
40.1. General. The parties agree that each provision of this Lease shall be
interpreted in such