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 XXXX (the “XXXX 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 XXXX Directors shall be reduced to one (1) if the Percentage Interest of XXXX (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of XXXX Directors shall be reduced to zero (0) if XXXX 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 XXXX and XXX (i.e., the Qualifying Members) hereby jointly designate Xxxxxxx Xxxxxxx 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 Xxxxxxx Xxxxxxx and the individuals identified in writing as the XXXX Directors and the NHI Director to serve as HoldCo Directors effective upon the Closing.

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 XXXX GAHR3 (the “XXXX 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 XXXX GAHR3 Directors shall be reduced to one (1) if the Percentage Interest of XXXX GAHR3 (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of XXXX GAHR3 Directors shall be reduced to zero (0) if XXXX 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. The Manager shall have the power and authority to act Member provided NHI may appoint one (and shall act promptly1) to adjust the composition of the HoldCo Board in accordance with the foregoing. By execution hereofobserver, the Manager and XXXX and XXX (i.e., the Qualifying Membersv) hereby jointly designate Xxxxxxx Xxxxxxx as a HoldCo Director effective upon the Closing. In furtherance of the foregoing, the Manager shall cause the if GAHR3 at any time ceases to be an AHI Managed Company, in then GAHR4 may, at its capacity as the sole trustee of Trilogy REITelection, in its capacity as the controlling member of HoldCo, to cause HoldCo to appoint Xxxxxxx Xxxxxxx and the individuals identified in writing as the XXXX Directors and the NHI Director to serve as HoldCo Directors effective upon the Closing.one

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 XXXX GAHR3 (the “XXXX 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 XXXX GAHR3 Directors shall be reduced to one (1) if the Percentage Interest of XXXX GAHR3 (combined with its Affiliates’ Percentage Interests) is reduced below thirty-five percent (35%), (ii) the number of XXXX GAHR3 Directors shall be reduced to zero (0) if XXXX 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 XXXX GAHR3 and XXX NHI (i.e., the Qualifying MembersMembers as of the date hereof) hereby jointly designate and ratify Xxxxxxx Xxxxxxx 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 Xxxxxxx Xxxxxxx and the individuals identified in writing as the XXXX Directors GAHR3 Directors, the GAHR4 Director, and the NHI Director to serve as HoldCo Directors effective upon as of the Closingdate hereof.