Common use of Default – For Cause Removal Clause in Contracts

Default – For Cause Removal. Any Person serving as Manager may be removed by the affirmative vote of all Qualifying Members of the Company (excluding any Member that is the Manager or that is an Affiliate of the Manager) in accordance with this Section 5.07(b) after the occurrence of any of the following (each a “Default”): (A) the commission of fraud, embezzlement or commission of a felony by the Manager against the Company, any Member or any Subsidiary; (B) the commission of gross negligence or willful misconduct by the Manager relating to the Company, any Member or any Subsidiary; provided, however, that any such action in (A) or (B) shall not constitute a Default if such action: (i) is committed by an employee or other agent of Manager (other than the officers or directors of the Manager, the officers and directors of AHI if XXXX is then an AHI Managed Company or the officers and directors of any successor advisor to XXXX if XXXX or its REIT Parent is an externally-managed company) who is promptly terminated or removed; and (ii) is cured within 30 days (or such longer period of time not to exceed 90 days so long as Manager is diligently pursuing a cure of such breach), which cure may be accomplished through reimbursing the Company, Member or Subsidiary for actual damages or losses incurred; or (C) breach by the Manager of any provision contained in this Agreement that (A) has a material adverse economic effect on the Company, any Member or any Subsidiary and (B) is not cured within thirty (30) days after written notice thereof from any other Member which notice describes in reasonable detail the alleged breach (or within such longer period of time, not to exceed ninety (90) days, if such breach cannot reasonably be cured within such thirty (30) day period and so long as the Manager is diligently pursuing a cure of such breach).

Default – For Cause Removal. Any Person serving as Manager may be removed by the affirmative vote of all Qualifying Members of the Company (excluding any Member that is the Manager or that is an Affiliate of the Manager) in accordance with this Section 5.07(b) after the occurrence of any of the following (each a “Default”): (A) the commission of fraud, embezzlement or commission of a felony by the Manager against the Company, any Member or any Subsidiary; (B) the commission of gross negligence or willful misconduct by the Manager relating to the Company, any Member or any Subsidiary; provided, however, that any such action in (A) or (B) shall not constitute a Default if such action: (i) is committed by an employee or other agent of Manager (other than the officers or directors of the Manager, the officers and directors of AHI if XXXX GAHR3 is then an AHI Managed Company or the officers and directors of any successor advisor to XXXX GAHR3 if XXXX GAHR3 or its REIT Parent is an externally-managed company) who is promptly terminated or removed; and (ii) is cured within 30 days (or such longer period of time not to exceed 90 days so long as Manager is diligently pursuing a cure of such breach), which cure may be accomplished through reimbursing the Company, Member or Subsidiary for actual damages or losses incurred; or (C) breach by the Manager of any provision contained in this Agreement that (A) has a material adverse economic effect on the Company, any Member or any Subsidiary and (B) is not cured within thirty (30) days after written notice thereof from any other Member which notice describes in reasonable detail the alleged breach (or within such longer period of time, not to exceed ninety (90) days, if such breach cannot reasonably be cured within such thirty (30) day period and so long as the Manager is diligently pursuing a cure of such breach).

Default – For Cause Removal. Any Person serving as Manager may be removed by the affirmative vote of all Qualifying Members of the Company (excluding any Member that is the Manager or that is an Affiliate of the Manager) in accordance with this Section 5.07(b) after the occurrence of any of the following (each a “Default”): (A) the commission of fraud, embezzlement or commission of a felony by the Manager against the Company, any Member or any Subsidiary; (B) the commission of gross negligence or willful misconduct by the Manager relating to the Company, any Member or any Subsidiary; provided, however, that any such action in (A) or (B) shall not constitute a Default if such action: : (i) is committed by an employee or other agent of Manager (other than the officers or directors of the Manager, the officers and directors of AHI if XXXX GAHR3 is then an AHI Managed Company or the officers and directors of any successor advisor to XXXX GAHR3 if XXXX GAHR3 or its REIT Parent is an externally-managed company) who is promptly terminated or removed; and (ii) is cured within 30 days (or such longer period of time not to exceed 90 days so long as Manager is diligently pursuing a cure of such breach), which cure may be accomplished through reimbursing the Company, Member or Subsidiary for actual damages or losses incurred; or (C) breach by the Manager of any provision contained in this Agreement that (A) has a material adverse economic effect on the Company, any Member or any Subsidiary and (B) is not cured within thirty (30) days after written notice thereof from any other Member which notice describes in reasonable detail the alleged breach (or within such longer period of time, not to exceed ninety (90) days, if such breach cannot reasonably be cured within such thirty (30) day period and so long as the Manager is diligently pursuing a cure of such breach).. DMNORTH #6535211 v11