Common use of Directors of Holdco Clause in Contracts

Directors of Holdco. (i) The Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to establish and maintain a board of directors for HoldCo (the “HoldCo Board” and each director a “HoldCo Director”) as follows: (A) a majority of the HoldCo Directors shall be designated by ▇▇▇▇ (the “▇▇▇▇ Directors”); (B) one (1) HoldCo Director may be designated by NHI (the “NHI Director”), or in lieu thereof, NHI may appoint one (1) HoldCo Board observer, at its election; and (C) the Manager and the Qualifying Members may jointly designate one or more HoldCo Directors; provided, however, that (i) the number of ▇▇▇▇ Directors shall be reduced to one (1) if the Percentage Interest of ▇▇▇▇ (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of ▇▇▇▇ Directors shall be reduced to zero (0) if ▇▇▇▇ is not a Qualifying Member, (iii) the number of NHI Directors shall be increased to a majority of the HoldCo Board if NHI is appointed as the Manager in accordance with Sections 5.07(a) or 5.07(b)(i) hereof and (iv) the number of NHI Directors shall be reduced to zero (0) if NHI is not a Qualifying Member. The Manager shall have the power and authority to act (and shall act promptly) to adjust the composition of the HoldCo Board in accordance with the foregoing. By execution hereof, the Manager and ▇▇▇▇ and ▇▇▇ (i.e., the Qualifying Members) hereby jointly designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a HoldCo Director effective upon the Closing. In furtherance of the foregoing, the Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the individuals identified in writing as the ▇▇▇▇ Directors and the NHI Director to serve as HoldCo Directors effective upon the Closing. (ii) Subject to Section 5.03(c)(i), a ▇▇▇▇ Director may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of a ▇▇▇▇ Director) as a HoldCo Director at the direction of ▇▇▇▇ in writing; provided, however, that ▇▇▇▇ shall promptly remove any ▇▇▇▇ Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. ▇▇▇▇ may direct the removal and replacement of a ▇▇▇▇ Director at any time for any reason. If ▇▇▇▇ desires to remove and/or replace a ▇▇▇▇ Director, then ▇▇▇▇ shall notify the Manager in writing of such decision. Upon receipt of such written notice from ▇▇▇▇, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to remove and/or replace such ▇▇▇▇ Director in accordance with the direction of ▇▇▇▇. (iii) Subject to Section 5.03(c)(i), the NHI Director, if any, may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of the NHI Director) as a HoldCo Director at the direction of NHI in writing; provided, however, that NHI shall promptly remove any NHI Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. NHI may direct the removal and replacement of the NHI Director at any time for any reason. If NHI desires to remove and/or replace the NHI Director, then NHI shall notify the Manager in writing of such decision. Upon receipt of such written notice from NHI, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to remove and/or replace the NHI Director in accordance with the direction of NHI. (iv) A HoldCo Director that is jointly appointed by the Manager and the Qualifying Members as a Major Decision may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of any such HoldCo Director) as a HoldCo Director as a Major Decision. Upon approval of the Manager and the Qualifying Members of the appointment, removal or replacement of a HoldCo Director as a Major Decision, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint, remove and/or replace such HoldCo Director in accordance with the approved Major Decision.

Directors of Holdco. (i) The Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to establish and maintain a board of directors for HoldCo (the “HoldCo Board” and each director a “HoldCo Director”) as follows: (A) a majority of the HoldCo Directors shall be designated by ▇▇▇▇ GAHR3 (the “▇▇▇▇ GAHR3 Directors”); (B) one (1) HoldCo Director may be designated by NHI (the “NHI Director”), or in lieu thereof, NHI may appoint one (1) HoldCo Board observer, at its election; and (C) the Manager and the Qualifying Members may jointly designate one or more HoldCo Directors; provided, however, that (i) the number of ▇▇▇▇ GAHR3 Directors shall be reduced to one (1) if the Percentage Interest of ▇▇▇▇ GAHR3 (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of ▇▇▇▇ GAHR3 Directors shall be reduced to zero (0) if ▇▇▇▇ GAHR3 is not a Qualifying Member, (iii) the number of NHI Directors shall be increased to a majority of the HoldCo Board if NHI is appointed as the Manager in accordance with Sections 5.07(a) or 5.07(b)(i5.07 (b)(i) hereof and or otherwise obtains the rights of the Manager pursuant to this Agreement, (iv) the number of NHI Directors shall be reduced to zero (0) if NHI is not a Qualifying Member provided NHI may appoint one (1) HoldCo Board observer, (v) if GAHR3 at any time ceases to be an AHI Managed Company, then GAHR4 may, at its election, appoint one (1) HoldCo Board observer, and (vi) if GAHR4 becomes a Qualified Member, GAHR4 may, at its election, appoint one (1) HoldCo Director (the “GAHR4 Director”). The Manager shall have the power and authority to act (and shall act promptly) to adjust the composition of the HoldCo Board in accordance with the foregoing. By execution hereof, the Manager and ▇▇▇▇ GAHR3 and ▇▇▇ NHI (i.e., the Qualifying MembersMembers as of the date hereof) hereby jointly designate and ratify ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a HoldCo Director effective upon as of the Closingdate hereof. In furtherance of the foregoing, the Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the individuals identified in writing as the ▇▇▇▇ Directors GAHR3 Directors, the GAHR4 Director, and the NHI Director to serve as HoldCo Directors effective upon as of the Closingdate hereof. (ii) Subject to Section 5.03(c)(i), a ▇▇▇▇ GAHR3 or GAHR4 Director may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of a ▇▇▇▇ GAHR3 or GAHR4 Director) as a HoldCo Director at the direction of ▇▇▇▇ GAHR3 or GAHR4, as the case may be, in writing; provided, however, that ▇▇▇▇ GAHR3 or GAHR4, as the case may be, shall promptly remove any ▇▇▇▇ GAHR3 or GAHR4 Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. ▇▇▇▇ GAHR3 or GAHR4, as the case may be, may direct the removal and replacement of a ▇▇▇▇ GAHR3 or GAHR4 Director at any time for any reason. If ▇▇▇▇ GAHR3 or GAHR4, as the case may be, desires to remove and/or replace a ▇▇▇▇ GAHR3 or GAHR4 Director, then ▇▇▇▇ GAHR3 or GAHR4, as the case may be, shall notify the Manager in DMNORTH #6535211 v11 writing of such decision. Upon receipt of such written notice from ▇▇▇▇GAHR3 or GAHR4, as the case may be, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to remove and/or replace such ▇▇▇▇ GAHR3 or GAHR4 Director in accordance with the direction of ▇▇▇▇GAHR3 or GAHR4, as the case may be. (iii) Subject to Section 5.03(c)(i), the NHI Director, if any, may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of the NHI Director) as a HoldCo Director at the direction of NHI in writing; provided, however, that NHI shall promptly remove any NHI Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. NHI may direct the removal and replacement of the NHI Director at any time for any reason. If NHI desires to remove and/or replace the NHI Director, then NHI shall notify the Manager in writing of such decision. Upon receipt of such written notice from NHI, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to remove and/or replace the NHI Director in accordance with the direction of NHI. (iv) A HoldCo Director that is jointly appointed by the Manager and the Qualifying Members as a Major Decision may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of any such HoldCo Director) as a HoldCo Director as a Major Decision. Upon approval of the Manager and the Qualifying Members of the appointment, removal or replacement of a HoldCo Director as a Major Decision, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint, remove and/or replace such HoldCo Director in accordance with the approved Major Decision.

Directors of Holdco. (i) The Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to establish and maintain a board of directors for HoldCo (the “HoldCo Board” and each director a “HoldCo Director”) as follows: (A) a majority of the HoldCo Directors shall be designated by ▇▇▇▇ GAHR3 (the “▇▇▇▇ GAHR3 Directors”); (B) one (1) HoldCo Director may be designated by NHI (the “NHI Director”), or in lieu thereof, NHI may appoint one (1) HoldCo Board observer, at its election; and (C) the Manager and the Qualifying Members may jointly designate one or more HoldCo Directors; provided, however, that (i) the number of ▇▇▇▇ GAHR3 Directors shall be reduced to one (1) if the Percentage Interest of ▇▇▇▇ GAHR3 (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of ▇▇▇▇ GAHR3 Directors shall be reduced to zero (0) if ▇▇▇▇ GAHR3 is not a Qualifying Member, (iii) the number of NHI Directors shall be increased to a majority of the HoldCo Board if NHI is appointed as the Manager in accordance with Sections 5.07(a) or 5.07(b)(i5.07 (b)(i) hereof and or otherwise obtains the rights of the Manager pursuant to this Agreement, (iv) the number of NHI Directors shall be reduced to zero (0) if NHI is not a Qualifying Member provided NHI may appoint one (1) HoldCo Board observer, (v) if GAHR3 at any time ceases to be an AHI Managed Company, then GAHR4 may, at its election, appoint one (1) HoldCo Board observer, and (vi) if GAHR4 becomes a Qualified Member, GAHR4 may, at its election, appoint one (1) HoldCo Director (the “GAHR4 Director”). The Manager shall have the power and authority to act (and shall act promptly) to adjust the composition of the HoldCo Board in accordance with the foregoing. By execution hereof, the Manager and ▇▇▇▇ GAHR3 and ▇▇▇ NHI (i.e., the Qualifying MembersMembers as of the date hereof) hereby jointly designate and ratify ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a HoldCo Director effective upon as of the Closingdate hereof. In furtherance of the foregoing, the Manager shall cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the individuals identified in writing as the ▇▇▇▇ Directors GAHR3 Directors, the GAHR4 Director, and the NHI Director to serve as HoldCo Directors effective upon as of the Closingdate hereof. (ii) Subject to Section 5.03(c)(i), a ▇▇▇▇ GAHR3 or GAHR4 Director may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of a ▇▇▇▇ GAHR3 or GAHR4 Director) as a HoldCo Director at the direction of ▇▇▇▇ GAHR3 or GAHR4, as the case may be, in writing; provided, however, that ▇▇▇▇ GAHR3 or GAHR4, as the case may be, shall promptly remove any ▇▇▇▇ GAHR3 or GAHR4 Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. ▇▇▇▇ GAHR3 or GAHR4, as the case may be, may direct the removal and replacement of a ▇▇▇▇ GAHR3 or GAHR4 Director at any time for any reason. If ▇▇▇▇ GAHR3 or GAHR4, as the case may be, desires to remove and/or replace a ▇▇▇▇ GAHR3 or GAHR4 Director, then ▇▇▇▇ GAHR3 or GAHR4, as the case may be, shall notify the Manager in writing of such decision. Upon receipt of such written notice from ▇▇▇▇GAHR3 or GAHR4, as the case may be, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to remove and/or replace such ▇▇▇▇ GAHR3 or GAHR4 Director in accordance with the direction of ▇▇▇▇GAHR3 or GAHR4, as the case may be. (iii) Subject to Section 5.03(c)(i), the NHI Director, if any, may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of the NHI Director) as a HoldCo Director at the direction of NHI in writing; provided, however, that NHI shall promptly remove any NHI Director that commits fraud, willful misconduct, gross negligence, bad faith or any felony. NHI may direct the removal and replacement of the NHI Director at any time for any reason. If NHI desires to remove and/or replace the NHI Director, then NHI shall notify the Manager in writing of such decision. Upon receipt of such written notice from NHI, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to remove and/or replace the NHI Director in accordance with the direction of NHI. (iv) A HoldCo Director that is jointly appointed by the Manager and the Qualifying Members as a Major Decision may only be removed and/or replaced (including, without limitation, to fill a vacancy due to death, disability or resignation of any such HoldCo Director) as a HoldCo Director as a Major Decision. Upon approval of the Manager and the Qualifying Members of the appointment, removal or replacement of a HoldCo Director as a Major Decision, the Manager shall promptly cause the Company, in its capacity as the sole trustee of Trilogy REIT, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint, remove and/or replace such HoldCo Director in accordance with the approved Major Decision.