Common use of Drag Along Right Clause in Contracts

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (a) In the event (i) prior a LJC proposes to the fifth (5th) anniversary Dispose of the date hereof with regard to a Transfer any or all of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a)Units, or (ii) the Board approves a transaction that, after the fifth giving effect to such transaction, will result in a Person (5th) anniversary with regard to any Transfer of Unitsor Persons), if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which that is not an Affiliate a Member, owning Equity Securities of ▇▇▇▇ in the Company or its successor with the right to receive 60% or greater of the distributions of the Company or assets of the Company with a single, arm’s length transaction, value equal to or in a series greater than 60% of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization aggregate value of the Company (the either (i) or (ii), a “Drag-Along Sale”), then ▇▇▇▇ the selling Member or the Board (the “Dragging Member”), or the Board, as applicable, shall provide written notice have the right to NHI and require all (but not less than all) of the other Members at least thirty (30) days prior to the date of such proposed Transfer (the each, a “Drag-Along NoticeMember”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration ) to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer sell all, but not less than all, of their respective Units Equity Securities in such Drag-Along Sale, in accordance with and subject to such purchaser Section 9.4(b). (b) If the Drag-Along Sale is structured as (i) a merger, conversion, Membership Interest exchange or consolidation of the Company and/or its Subsidiaries taken as a whole, then each holder of Membership Interests (including each of the Drag-Along Members) shall waive any appraisal rights or similar rights in connection therein and shall consent thereto, (ii) a sale of all of the Membership Interests, then each holder of Membership Interests (including each of the Drag-Along Members) shall sell all of its Membership Interests on the same terms and conditions offered of such Drag-Along Sale, or (iii) a sale of less than all of the Units of the Dragging Member, then each Drag-Along Member shall sell a percentage of its Membership Interests equal to ▇▇▇▇the percentage of such Dragging Member’s Units being sold, on the terms and conditions of such Drag-Along Sale. The holders of Membership Interests (including each of the Drag-Along Members) shall promptly take all reasonably necessary and desirable actions requested by the Dragging Member in connection with a Drag-Along Sale, including the execution of such agreements and instruments and other actions necessary to provide representations, warranties, indemnities and escrow/holdback arrangements relating to such Drag-Along Sale; provided, however, that (A) any liabilities or indemnities for which a Drag-Along Member may be responsible shall be on a several, and not joint or joint and several, basis, (B) no Drag-Along Member shall be liable for the gross breach of any covenant by any other Drag-Along Member, (C) in no event shall a Drag-Along Member be required to make representations and warranties or provide indemnities as to any other Member, (D) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations (including escrow/holdback arrangements) regarding the business of the Company in connection with the proposed Disposition shall be shared by all Drag-Along Members pro rata in proportion to the consideration being received in such Drag-Along Sale by such parties and (E) in no event shall a Drag-Along Member be responsible for any liabilities or indemnities in connection with such Drag-Along Sale in excess of the proceeds of received by such Drag-Along Member in the Drag-Along SaleSale (notwithstanding the foregoing subsections (A) through (E), less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along SaleMember may waive application of any such subsection to itself). (c) If the Dragging Member desires to effect a Drag-Along Sale with respect to a Drag-Along Member’s Membership Interests, then the Dragging Member shall notify such Drag-Along Member in writing of such proposed Disposition (the “Drag-Along Notice”). The Drag-Along Notice shall set forth (a) The closing the name and address of the proposed purchaser and (b) a copy of the written proposal pursuant to which the Drag-Along Sale shall take place at be effected containing all of the material terms and conditions thereof, including the form of consideration and per Unit purchase price proposed to be paid in connection with such time and place as ▇▇▇▇ shall specify in Drag-Along Sale (provided, however, that if the failure of the Drag-Along NoticeNotice to contain any such information shall not be a basis for liability or relieve a Drag-Along Member from its obligations under this Section 9.4). At the closing Upon consummation of the Drag-Along Sale, each Drag-Along Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer receive the Units to be sold by such Member, against delivery same proportion of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a aggregate consideration from such Drag-Along Sale that such Drag-Along Member would have received if such the implied enterprise value of the Company represented by such aggregate consideration had been distributed by the Company in a timely mannercomplete liquidation pursuant to Section 10.2. If some or all of such consideration is other than cash, then such consideration shall be deemed to have a dollar value equal to its Fair Market Value, and all Drag-Along Members shall receive the same form of consideration. The Company shall bear the fees, costs and expenses incurred in connection with any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ except for any such fees, costs or expenses incurred by or on behalf of any holder of Membership Interests for its sole benefit. None of the Dragging Member or its Affiliates shall have any liability in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Drag-Along Sale. (d) Notwithstanding anything herein to the contrary, all the terms and conditions of this Section 9.4 are subject to Section 9.7. (e) Each Member makes, constitutes, and appoints any member of the Board, in his or her official Company capacity, as its true and lawful attorney-in-fact for such Person and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record any instrument that is now or may seek specific performance hereafter be deemed necessary by the Company in its reasonable discretion to carry out fully the provisions and the agreement, obligations, and covenants of such Member in this Section 9.4 in the event that such Member is or becomes a Drag-Along Member pursuant to this Section 9.4. Each Member hereby gives such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with such Member’s obligations under and agreements as a Drag-Along Member pursuant to this Section 6.07 9.4 as fully as such Member might or pursue could do personally, and hereby ratifies and confirms all that any other remedies at law such attorney-in-fact shall lawfully do or in equity. In addition, cause to be done by virtue of the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalfgranted by this Agreement. The power of attorney granted pursuant to this Section 6.07(c) hereto is a special power of attorney attorney, coupled with an interest interest, and is irrevocable, and shall survive the bankruptcy, insolvency, dissolution or cessation of existence of the applicable Member. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (ia) Subject to Section 5.7(f) (as modified by Section 9.4) and subject to complying with the procedures set forth in Section 9.4 in all material respects, if prior to a Change of Control Event, the fifth Greystone Member or, following a Change of Control Event, the C&W Member (5thas applicable, the “Dragging Member”) anniversary desires to Transfer (which for the avoidance of doubt, shall exclude any Transfer to a Permitted Transferee) at least a majority in the aggregate of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its issued and outstanding Class A Units to a purchaser which Third Party in an arm’s-length transaction at a price per Unit that is not an Affiliate at least the Fair Market Value per Unit, as finally determined in accordance with Section 9.10, it being understood that the Dragging Member may initiate such Section 9.10 Fair Market Value process in advance of ▇▇▇▇ in a single, arm’s length such transaction to determine such minimum Fair Market Value per Unit that will serve as the floor price for such transaction (such transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along SaleDrag Transaction”), then ▇▇▇▇ the Dragging Member may at its sole option require each other Member (a “Dragged Member”), and each Dragged Member hereby agrees, if (x) such Drag Transaction is structured as a Transfer of Class A Units, whether by sale of Class A Units, merger, consolidation, recapitalization, reclassification or similar transaction and (y) such Drag Transaction is entered into and approved in compliance with this Agreement, including the provisions and limitations set forth in this Section 9.6, to (1) Transfer in such Drag Transaction the number of Class A Units equal to the product of (i) the number of Class A Units beneficially owned by such Dragged Member as of the applicable Transfer date and (ii) a fraction (A) the numerator of which is the number of Class A Units that the Dragging Member proposes to Transfer and (B) the denominator of which is the total number of Class A Units beneficially owned by the Dragging Member as of such date at the same purchase price per Class A Units as the Dragging Member and otherwise on the same terms and conditions as are applicable to the Dragging Member; and (2) otherwise vote in favor of and consent to the Drag Transaction and in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability to consummate such Drag Transaction and refrain from asserting any claim or commencing any suit challenging such Drag Transaction (unless such suit alleges that such Drag Transaction does not comply with the principles set forth in this Section 9.6) or the application of this Section 9.6 to such Drag Transaction. (b) The Dragging Member shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify ) to each Dragged Member of any proposed Drag Transaction as promptly as practicable prior to the identity proposed date of the prospective purchaser and consummation of any such Drag Transaction but in no event less than fifteen (15) Business Days prior to the material terms and conditions consummation of any such proposed Transfer and the amount and type of consideration to be paid in respect thereofDrag Transaction. The Drag-Along Notice shall also constitute identify (i) the Proposed Sale number of and class of Units proposed to be sold by the Dragging Member, (ii) the Dragged Member, (iii) the amount and form of consideration for which the Transfer is proposed to be made and the proposed Transfer date (which for the avoidance of doubt, shall represent cash or Marketable Securities in respect of such Dragged Member) and (iv) to the extent available, a summary of all other material terms and conditions of the Drag Transaction (as reasonably determined in good faith by the Dragging Member) and the then current drafts of forms of all agreements to be entered into by the Members participating in the Drag Transaction. The consideration to be received by a Dragged Member shall be (i) the same form and amount of consideration per Unit (by class of Unit) to be received by the Dragging Member and (ii) in the form of cash and/or Marketable Securities. The terms and conditions of such sale shall be the same as those upon which the Dragging Member sells its Units. (c) If, at the end of the 120-day period beginning on the date of the Dragged Member’s receipt of the Drag-Along Notice pursuant (which 120-day period shall be extended, if any of the transactions contemplated by the Drag Transaction are subject to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(cregulatory approval, until the earlier of (x) the expiration of five Business Days after all such approvals have been received and (y) the date that is 240 days after the date of receipt of the Drag-Along Notice), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but Drag Transaction has not less than all, of their respective Units to such purchaser been consummated on the same terms and conditions offered set forth in the Drag-Along Notice, the Dragging Member shall (i) promptly return to ▇▇▇▇each Dragged Member any documents in the possession of the Dragging Member executed by such Dragged Member in connection with the proposed Drag Transaction, and (ii) all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Class A Units owned by such Dragged Member and Dragging Member shall again be in effect including any applicable requirement to comply with Section 9.4, Section 9.5 and Section 9.6. (d) In connection with the consummation of the Drag Transaction, each Dragged Member shall deliver to the Company to hold in escrow pending transfer of the consideration therefor, any agreements or other documents reasonably required from such Dragged Member to consummate such Drag Transaction. In the event that a Dragged Member should fail to deliver the Units or documents described herein, the Company shall cause the books and records of the Company to show that such Units are bound by the provisions of this Section 9.6 and that such Units may only be Transferred to the purchaser in such Drag Transaction. Upon the consummation of the Drag Transaction, the acquiring Person shall pay directly to each Dragged Member, by wire transfer of immediately available funds, the purchase price for the Units sold by such Dragged Member pursuant thereto. (e) In connection with a Drag Transaction, each Dragged Member will (i) be required to make the same customary representations, covenants, indemnities and enter into the same agreements as the Dragging Member so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the number of Units sold by each Member, (ii) shall benefit from and be subject to all of the same provisions of the definitive agreements as are applicable to the Dragging Member (other than in respect of any right or obligation of such Dragging Member in its capacity as an employee, service provider or executive), (iii) not be required to make any capital contribution or other investment in connection with such Drag Transaction and (iv) will only be required to bear no more than its proportionate share (pro rata based on the consideration to be received in such Transfer) of any escrows, holdbacks or adjustments in respect of the purchase price or indemnification obligations to which Dragging Member and the Dragged Member are subject; provided, however, that (A) any indemnity given by the gross Dragging Member to the purchaser in connection with such sale, applicable to liabilities not specific to the Dragging Member, shall be apportioned among the Dragging Member and the Dragged Members according to the number of Units sold by each party and shall not exceed such party’s proceeds from the Drag Transaction; (B) a Dragged Member or a Dragging Member shall not be responsible for breaches of representations and warranties made by any other seller; (C) no Dragged Member shall be required to make or provide any representations, warranties covenants or indemnities (other than its proportionate share described above) relating to the Units other than customary provisions with respect to such Dragged Member’s ownership and ability to Transfer its Units free and clear of liens (other than any applicable liens under applicable securities Law or under this Agreement), due organization, authorization and enforceability and absence of consents or conflicts with laws or agreements of such Dragged Member and a customary letter of transmittal and (D) a Dragged Member shall not be obligated to enter into any restrictive covenants (other than customary confidentiality restrictions). (f) Concurrently with or promptly following the consummation of the Drag-Along SaleDrag Transaction, less the aggregate reasonable and customary expenses Dragging Member (i) shall give notice thereof to the Dragged Member, (ii) shall remit or cause to be remitted to each Dragged Member the total consideration to be paid at the closing of the Company Drag Transaction by wire transfer of immediately available funds in accordance with such Dragged Member’s wire transfer instructions for the Class A Units Transferred by such Dragged Member pursuant hereto, and (iii) shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested in writing by the Dragged Member. (g) The fees and expenses incurred in connection therewithwith Drag Transaction and for the benefit of the Dragging Member and all Dragged Members (it being understood that costs incurred by or on behalf of a Dragged Member for his, her or its sole benefit will not be considered to be for the benefit of all Dragged Members), to the extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be shared by the Dragging Member and all Dragged Members in on a pro rata basis, based on the same manner as if all consideration received by each such party; provided, that no Dragged Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the assets of the Company were sold Drag Transaction (excluding modest expenditures for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Salepostage, copies, etc.). (ah) The closing of Nothing in this Section 9.6 shall limit the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in C&W Member’s or the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Greystone’s Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to set forth in Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale9.4(e), then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocableif applicable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time If a Class A Member (i“Transferring Member”) prior intends to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its sell Class A Units to a third party purchaser which is not an Affiliate that would result in such third party purchaser acquiring control over more than fifty percent (50%) of ▇▇▇▇ all outstanding Class A Units and otherwise result in a singleChange of Control, arm’s length transaction, or in a series of related arm’s length transactions, through after taking into account the sale of UnitsUnits by the Members pursuant to the provisions of this Section 11.8, or a merger, consolidation or other similar corporate reorganization in which the Transferring Member (together with any affiliates of the Company Transferring Member) would not retain a controlling interest in the Company, then the Transferring Member shall have the right (the “Drag-Along SaleRight”) to require each remaining Members to sell some or all of its or his or her Units to the third party in a proportionate amount and on the same terms and conditions as the Transferring Member (taking into account Section 11.8(f), then ▇▇▇▇ shall provide ) in accordance with the terms and conditions of this Section 11.8 and otherwise in accordance with the following provisions: (a) The Drag-Along Right may only be exercised by written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify ) from the identity of the prospective purchaser Transferring Member and the material terms and conditions of such proposed Transfer and third party purchaser to the amount and type of consideration to be paid in respect thereof. remaining Members. (b) The Drag-Along Notice shall also constitute shall: i. state the Proposed Sale Notice pursuant name of the third party purchaser, the purchase price for the Units of the Transferring Member(s) and the purchase price proposed to be paid for the Units of the remaining Members (in accordance with Section 6.06(b11.8(f)) and the time, date and place of completion of such sale and purchase; and ii. If NHI does not provide a Purchase be given no later than fifteen (15) business days before the date fixed for completion of the sale by the Transferring Member of its or his or her Units to the third party. (c) The delivery of the Drag-Along Notice to ▇▇▇▇ as provided in Section 6.06(c)a Member shall constitute an irrevocable and binding obligation of the Member to sell, then ▇▇▇▇ may at its optionand the third party to purchase, require some or all of the other Members Member’s Units in a proportionate amount and on the same terms and conditions, taking into account Section 11.8(f) and subject to Section 11.8(e), as are applicable to the sale by the Transferring Member of its Units to the third party as set forth in the Drag-Along Notice (subject to such terms being accurately reflected in the Drag-Along Notice). (d) At or before the time of completion of the Companysale of the Units of each Member to the third party purchaser, including NHIeach such Member shall (i) use its best efforts to cause to be discharged any and all encumbrances of, and security interests in, its or his or her Units and provide written evidence of such discharges to Transfer allthe third party purchaser, but not less than alland (ii) execute and deliver to the third party purchaser, against payment for such Units, all certificates or other documents representing such Units, duly endorsed for transfer or with duly executed assignment forms attached. (e) Notwithstanding any provision of their respective this Section 11.8, (i) no Member shall be under any obligation to sell any Units unless (A) such sale occurs concurrently with or subsequent to such purchaser the sale of Units by the Transferring Member in a proportionate amount on the same terms and conditions offered (taking into account Section 11.8(f)), (B) the sale of Units by the Transferring Member shall qualify as a Permitted Transfer under Section 11.2 and meets the conditions to ▇▇▇▇; provideda Permitted Transfer set forth in Section 11.3 to the extent applicable, howeverand (C) such sale results in a third party purchaser acquiring control over more than fifty percent (50%) of all outstanding Class A Units and otherwise result in a Change of Control, that after taking into account the gross proceeds sale of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared Units by the Members pursuant to the provisions of this Section 11.8, in which the Transferring Member (together with any affiliates of the Transferring Member) would not retain a controlling interest in the same manner as if all Company and (ii) nothing in such sale of Units shall require a Member subject to this Section 11.8 to do any of the assets following, unless all Members similarly situated (e.g., of a similar class or Series of Units) and the Company were sold Transferring Member are required to do the same: (w) enter into any agreement or make any covenant, (x) make any representation, or warranty other than related to authority, ownership and the ability to convey title to such Units, (y) be liable for the inaccuracy of any representation or warranty made by any person or entity in connection with the sale other than himself or itself and the Company, or (z) be liable in any way other than severally in proportion to the amount of consideration paid to such Member in connection with such sale price and such liability not exceed the aggregate consideration received by such Member in such sale. (f) Notwithstanding that a sale pursuant to this Section 11.8 may provide for, or result in, different per Unit consideration for different classes or series of Units, such sale shall be deemed to be for the same terms and conditions regarding consideration if the proceeds of such sale are allocated in the manner that would result if such consideration were distributed to the Members as if the Company were hypothetically liquidated pursuant to the rights and preferences set forth in accordance with Section 4.02 12.2 (and taking into account Section 12.3) as in effect immediately prior to such sale as long as the nature of that consideration (e.g., cash, promissory notes, or other property) is received among the various classes or series of Units in the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)proportionate amounts received by the Transferring Member. (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (a) Subject to Section 8.2, if an Initial Member (such Initial Member, the “Drag-Along Transferor”) seeks to pursue (i) prior to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), Company Sale or (ii) after the fifth a Qualified IPO or (5thiii) anniversary with regard a transaction or series of related transactions resulting in a Company Sale or Qualified IPO (each of clauses (i) through (iii), a “Drag-Along Sale”) to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer allparty, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company as applicable (the “Drag-Along SaleTransferee”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along NoticeTransferor shall have the right to cause each other Member (each, a “Dragged Member”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, ) to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, percentage of each class of Equity Securities held by such Member as the percentage of Equity Securities that the gross proceeds of the Drag-Along SaleTransferor and its Permitted Transferees propose to directly or indirectly Transfer (including, less without duplication, any Equity Securities directly or indirectly held by any Investor Blocker or AT&T Member, as applicable, that are being Transferred pursuant to Section 8.6 and Section 8.7) (the aggregate reasonable and customary expenses of “Drag Along Sale Percentage”) to such Drag-Along Transferee. The consideration received in such Drag-Along Sale shall be treated as if such consideration had been received by the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 7.1(d), Section 8.4(b), Section 8.4(f) and Section 8.4(g). Subject to Section 8.4(m), the Drag-Along Transferor shall control in all respects the Drag-Along Sale process (to the extent in accordance with the terms hereof), and shall be entitled to unilaterally direct the actions of the Company to the extent reasonably necessary to effect such Drag-Along Sale; provided, that, in the event an Initial Member is a Dragged Member, the Drag-Along Transferor and such Dragged Member shall jointly determine timing and strategy and be jointly responsible for the final content of any substantive oral or written joint communications with any applicable Governmental Entity, including under any Antitrust Laws and the same power Communications Act, the Drag-Along Transferor and such Dragged Member shall have the right to review in advance (subject to, as necessary, redactions of attorney contained commercially sensitive terms or the privileged information of such party or the exchange of information on an “outside counsel only” basis) and, to the extent practicable, the Drag-Along Transferor and such Dragged Member shall consult with each other and consider in Section 6.06(e) shall apply good faith the views of each other in connection with, all the information relating to the Drag-Along Transferor and such Dragged Member, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Drag-Along Sale; provided, however, that in the event of any disagreement between the Drag-Along Transferor and such Dragged Member with respect to the matters described in the foregoing, the Drag-Along Transferor and such Dragged Member shall cooperate and consult with one another and seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Drag-Along Transferor and such Dragged Member cannot resolve any such disagreement, the determination of the Drag-Along Transferor shall prevail. The Drag-Along Transferor may pursue one or more alternative Drag-Along Sales in parallel, including pursuant to a customary “dual-track” process, and the provisions of this Section 8.4 shall apply to each such Drag-Along Sale being pursued. Except as otherwise set forth herein, in connection with a Drag-Along Sale, the Dragged Members shall be deemed to have provided any applicable consent under this Agreement (and, if requested, will confirm such consent in writing) to the extent reasonably necessary to effect such Drag-Along Sale in accordance with the terms hereof, and shall, and shall cause their Affiliates to, take such steps as may be reasonably requested by the Drag-Along Transferor to the extent reasonably necessary to effect such Drag-Along Sale in accordance with the terms hereof, including (1) permitting the Drag-Along Transferor to engage one or more financial advisors to advise the Company with respect to such Drag-Along Sale to be selected by the Drag-Along Transferor (in reasonable consultation with the Drag-Along Transferee), (2) voting such Dragged Member’s Equity Securities of the Company in favor of such Drag-Along Sale and causing any Manager appointed by such Member to approve the terms of any such Drag-Along Sale (to the extent such terms are in accordance with this Agreement) and such matters ancillary thereto as may be necessary in the reasonable judgment of the Drag-Along Transferor to effect such Drag-Along Sale in accordance with the terms hereof, and otherwise consenting to such Drag-Along Sale to the extent in accordance with the terms hereof, and waiving any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith, (3) if required based on the structure of such Drag-Along Sale, being a party to the definitive agreement(s) governing the terms and conditions of such Drag-Along Sale on the same terms and conditions as the Drag-Along Transferor (except as otherwise expressly contemplated hereby, including with respect to the form and amount of consideration to be received in such Drag-Along Sale) and executing, acknowledging and delivering any reasonably required consents, assignments, waivers and other reasonably required documents or instruments to the extent in accordance with the terms hereof, in each case of such Member and (4) otherwise reasonably cooperating with the Drag-Along Transferor and the proposed purchaser(s) with respect to such Drag-Along Sale to the extent in accordance with the terms hereof. Notwithstanding the foregoing, the Drag-Along Transferor shall reasonably consult with the Dragged Member that is an Initial Member regarding the Drag-Along Sale and the related matters contemplated by the foregoing. Notwithstanding anything the contrary set forth herein, (i) the authority granted to the Drag-Along Transferor or the Drag-Along Manager pursuant to this Section 8.4 shall only be to the extent necessary to effectuate a Drag-Along Sale in accordance with the terms of this Section 8.4 and shall not deemed to permit or authorize the Drag-Along Transferor or the Drag-Along Manager to otherwise alter or control the ordinary course operations of the Company or its Subsidiaries (including the management thereof) as set forth in this Agreement and (ii) no prior written approval of the Board or of either Initial Member pursuant to Section 4.5 shall be required to effect a Drag-Along Sale or Qualified IPO in accordance with the terms hereof. (b) Notwithstanding anything to the contrary set forth herein, in the event of any Drag-Along Sale for which the proceeds to be distributed pursuant to clause (ii) of Section 7.1(d) are less than the sum of the Senior Preferred Unpaid Yield, the Senior Preferred Unreturned Contribution, the Junior Preferred Unpaid Yield, the Junior Preferred Unreturned Contribution and the Common Catch-Up Unreturned Contribution, no proceeds of such Company Sale to be distributed pursuant to clause (ii) of Section 7.1(d) shall be allocated or distributed with respect to the Common Units and instead any such amount shall be allocated and distributed in respect of the Senior Preferred Unpaid Yield, the Senior Preferred Unreturned Contribution, the Junior Preferred Unpaid Yield, the Junior Preferred Unreturned Contribution and the Common Catch-Up Unreturned Contribution in accordance with clause (ii) of Section 7.1(d) and subject to Section 8.4(f) and Section 8.4(g) (to the extent such proceeds would, if not for this provision, have otherwise been so allocated and distributed to the Common Units). The Company and the Members shall cooperate and take all necessary action to effectuate the foregoing, including adjusting (as between the Members) the consideration to be received in the applicable Company Sale). (ac) The closing Drag-Along Transferor shall provide written notice of such Drag-Along Sale to the Dragged Members (a “Drag-Along Sale Notice”) as promptly as reasonably practicable following its decision to pursue a Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee (in the case of a Company Sale), the consideration proposed to be paid in connection with the Drag-Along Sale (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. Any Drag-Along Sale may be effected as a merger of the Company with another Person, sale of assets, Permitted Recapitalization, a sale of Units or other transaction approved by the Drag-Along Transferor and, in the case of a merger, such merger may be approved as provided below and no Member shall need to approve the merger pursuant to Section 18-209 of the Act. Notwithstanding the provisions of Article 4 (including Section 4.5), a Manager appointed by the Drag-Along Transferor (the “Drag-Along Manager”) shall have a number of votes sufficient such that a vote by such member of the Board would constitute a majority of votes at any meeting of the Board at which all Managers were in attendance on all matters required to effect any Drag-Along Sale pursuant to and in accordance with this Section 8.4, including the approval of the definitive transaction documents and authorization of the Company to enter into such documents (with the scope of authority of the Drag-Along Manager to be determined by the Drag-Along Transferor in good faith). If a Dragged Member fails to or does not deliver wire instructions prior to the consummation of a transaction effected pursuant to (and in compliance with) this Section 8.4, the Company or, at the direction of the Company, the Drag-Along Transferee, may deposit the proceeds to such Dragged Member with respect to its Equity Securities in the Company in such Drag-Along Sale with any national bank or trust company having combined capital, surplus and undivided profits in excess of $500 million (the “Escrow Agent”) pursuant to an escrow agreement, for the benefit of such holder and, thereafter, such holder may deliver wire instructions and other appropriate documentation evidencing the previous ownership of the Equity Securities in the Company to the Escrow Agent for payment of the applicable proceeds. The Drag-Along Transferor will promptly notify the Dragged Member in writing in connection with any change in the material terms and conditions of the Drag-Along Sale. If at the end of the 360th day following the date of the delivery of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in Notice, the Drag-Along Notice. At Transferor has not completed the closing of the proposed Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Notice shall be null and void, each Dragged Member shall default in be released from its obligation to sell its Units in a under the Drag-Along Sale, then ▇▇▇▇ may seek specific performance Sale Notice and it shall be necessary for a separate Drag-Along Sale Notice to be furnished and the terms and provisions of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or 8.4 separately complied with, in equity. In addition, order to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take consummate such action on such Member’s behalf. The power of attorney granted proposed Transfer pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable8.4. (cd) Notwithstanding anything to the contrary contained hereinset forth herein but subject to Section 8.4(b), as a condition Section 8.4(f) and prior Section 8.4(g) (including with respect to the closing distribution of proceeds in accordance with Section 7.1(d)), in connection with a Drag-Along Sale: (i) upon the consummation of such Drag-Along Sale, the Dragged Members shall receive the same form of consideration for Common Units as each other Member; (ii) if there is more than one form of consideration, each form of consideration shall be apportioned and distributed as between the Dragged Members with respect to Common Units in accordance with each Dragged Member’s pro rata share of the proceeds payable in such Drag-Along Sale with respect to Common Units; (iii) if any Member is given an option as to the form and amount of consideration to be received with respect to Common Units, each Member shall be given the same option; (iv) no Member shall be required to make or provide representations and warranties other than customary representations and warranties with respect to itself regarding the ownership of the applicable Equity Securities, and non-contravention, enforceability and authorization; (v) no Dragged Member shall be liable for the breach of any representation, warranty or covenant or fraud of any other Member or the Company; (vi) no Dragged Member shall be required to agree to any noncompetition, exclusivity, or similar restrictive covenants (but shall be required to agree to any no hire, non-solicitation, or confidentiality restrictions that, in each case, are reasonable and related to the Company or its respective Affiliates personnel, as the case may be, and to the extent agreed to by the Drag-Along Transferor); (unless waived vii) each Dragged Member shall benefit from and be subject to all of the same terms and conditions set forth in the definitive agreements as are applicable to each Dragged Member and the Drag-Along Transferor; and (viii) no Dragged Member shall be required to make any representation or warranty or agree to any covenant that is more extensive or burdensome than those made by the Drag-Along Transferor or enter into any agreements not also executed by the Drag-Along Transferor. Notwithstanding anything in this Section 8.4 to the contrary, any liability of the Dragged Members relating to representations, warranties and covenants (and related indemnities) and other indemnification and escrow or holdback obligations regarding the business of the Company or its Subsidiaries assumed in connection with the Drag-Along Sale shall be apportioned between the Drag-Along Transferor and the Dragged Members (x) if Investor Member is the Drag-Along Transferor, pro rata based on the aggregate of the proceeds received in the Drag-Along Sale by such Member and any prior cash distributions to such Member pursuant to Section 7.1(b) or (y) if AT&T Member is the Drag-Along Transferor, pro rata based on the proceeds received in the Drag-Along Sale by such Member) shall be released from any personal liability ; provided, that with respect to all Loans any Member (includingA) the liability resulting from any such indemnity or similar obligation shall be several, without limitationand not joint and (B) subject to the foregoing with respect to Investor Member, no Member shall be obligated in connection with such Drag-Along Sale to agree to indemnify or hold harmless the Drag-Along Transferee with respect to an amount in excess of the amount of proceeds to be received by such Member in the Drag-Along Sale. (e) Notwithstanding anything to the contrary set forth herein, any liability associated with Drag-Along Sale that requires any guaranty notice, clearance, filing or indemnity relating approval of any Governmental Entity shall be permitted only if the definitive agreements related to such Drag-Along Sale include a Loancondition precedent that such Drag-Along Sale would not result in an AT&T Member Prohibited Condition (which condition shall not be waived without the prior written consent of AT&T Member). (f) Subject to Section 8.4(b), the proceeds of any Transfer to which this Section 8.4 applies shall be allocated among the Drag-Along Transferor and the Dragged Members based upon the Equity Securities included in such Transfer by each of the Drag-Along Transferor and the Dragged Members as if the proceeds of such Transfer were paid to the Drag-Along Transferor and the Dragged Members pursuant to Section 7.1(d); provided, that, in distributing the proceeds pursuant to Section 7.1(d), the consideration will be applied in the following order (i) first, any cash consideration will be distributed pursuant to Section 7.1(d), (ii) second, subject to Section 8.4(g), any Equity Securities that are listed on a national securities exchange will be distributed pursuant to Section 7.1(d) and (iii) third, subject to Section 8.4(g), any other forms of consideration will be distributed pursuant to Section 7.1(d), regardless of whether the total consideration for such Drag-Along Sale exceeds the sum of the Senior Preferred Unpaid Yield, the Senior Preferred Unreturned Contribution, the Junior Preferred Unpaid Yield, the Junior Preferred Unreturned Contribution and the Common Catch-Up Unreturned Contribution. In the event of any Drag-Along Sale that is for less than all of the Equity Securities of the Company that would result in an Initial Member receiving only cash consideration, as between AT&T Member and Investor Member, the rights (including distribution and other econom

Drag Along Right. At any time (i) prior Subject to the fifth (5th) anniversary of Section 2.6(b), if, at any time and from time to time after the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a)this Agreement, or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇▇▇▇ receives wishes to Transfer in a bona fide offer from an independent third party to Transfer allarms' length sale (for purposes of this Section 2.6(d), but not less than all, the "Proposed Transfer") 30% or more of its his Units to a purchaser which is any Person or Persons who are not an Affiliate Affiliates of ▇▇▇▇▇▇▇ in a single, arm’s length transaction, or in a series (for purposes of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”this Section 2.6(d), then the "Proposed Transferee"), ▇▇▇▇▇▇▇ shall provide have the right (for purposes of this Section 2.6(d), the "Drag-Along Right") to require each Member to sell to the Proposed Transferee all or a ratable portion of each such Member's Units, as the case may be, (for the same proportional consideration received by ▇▇▇▇▇▇▇, taking into account all consideration received by ▇▇▇▇▇▇▇ under related agreements) then owned by such Member. Each Member agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 2.6(d). For purposes of this Section 2.6(d) only, the term "▇▇▇▇▇▇▇" shall include ▇▇▇▇▇▇▇ and/or his Permitted Transferees or Affiliates and/or their Permitted Transferees or Affiliates, as the case may be, and the term "Member" shall not include ▇▇▇▇▇▇▇ or his Affiliates, but only to the extent that ▇▇▇▇▇▇▇ or his Affiliates do not participate in the Proposed Transfer. Notwithstanding the foregoing, this Section 2.6(d) shall not apply to any Management Interest of the Management Members until such time as the Management Members are deemed to own Incentive Units equal to 4% (as adjusted under Section 3.2) of the total Units outstanding pursuant to Section 2.4 of this Agreement. (ii) To exercise a Drag-Along Right, ▇▇▇▇▇▇▇ shall comply with Section 2.6(b) and, if the Other Members do not exercise their rights thereunder, give each Member a written notice to NHI and the other Members at least thirty (30) days prior to the date for purposes of such proposed Transfer (the “this Section 2.6(d), a "Drag-Along Notice”), which shall specify ") containing (i) the identity name and address of the prospective purchaser Proposed Transferee and (ii) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Subject to Section 2.6(b), each Member shall thereafter be obligated to sell its Units subject to such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c)Notice, then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 Proposed Transferee is consummated within ninety (and the same power 90) days of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing delivery of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At If the closing of the sale is not consummated within such 90-day period, then each Member shall no longer be obligated to sell such Member's shares pursuant to that specific Drag-Along Sale, each Member Right but shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request remain subject to Transfer the Units to be sold by such Member, against delivery provisions of the applicable considerationthis Section 2.6(d). (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (ciii) Notwithstanding anything contained in this Section 2.6(d), in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the contrary contained hereinMembers would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the Managing Member's option, the Members may receive, in lieu of such securities, the fair market value of such securities in cash, as a condition and prior to determined in good faith by the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan)Board.

Drag Along Right. At any time (ia) prior to In the fifth (5th) anniversary event the holders of a majority or more of the date hereof voting shares of the Corporation (the “Control Group”) elect to transfer all of the shares of stock owned by them to an unaffiliated third party (a “Third Party”) (including any transfer of shares that is being effected by a merger or consolidation of the Corporation with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(aanother person), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through Control Group shall have the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company right (the “Drag-Along SaleRight”), then ▇▇▇▇ shall provide ) to cause each of the Shareholders as a group to transfer all of their Shares to the Third Party (or to exchange such shares pursuant to the terms of such merger or consolidation) at the same price and on the same terms and conditions as the Control Group proposes to transfer their Shares. (b) The Control Group may elect to exercise the Drag-Along Right by delivering written notice to NHI the Shareholders and the other Members at least Corporation thirty (30) days prior to the consummation of the transfer described in Section 3.2(a) above. The notice delivered pursuant to this subsection will contain a copy of the definitive documentation pursuant to which the Shares will be transferred to the Third Party and will state (i) the bona fide intention of the Control Group to effect the transfer described in Section 3.2(a) above, (ii) the name and address of the Third Party, and (iii) the expected closing date of such proposed Transfer transfer. (c) Each Shareholder as part of its participation in the “transfer pursuant to the Drag-Along Notice”)Right hereby agrees with respect to all Shares which he or she owns or otherwise exercises voting or dispositive authority if the transaction is structured as (i) a merger or consolidation, which shall specify to vote (in person, by proxy or by action by written consent, as applicable) in favor of such merger or consolidation and to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect thereto, and (ii) a sale of stock, to sell all of its Shares on the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and approved by the amount and type of consideration Control Group. (d) Each Shareholder shall deliver to the Third Party at a closing to be paid in respect thereof. The Drag-Along Notice shall also constitute held at the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ offices of the Corporation (or such other place as provided in Section 6.06(cthe parties agree), then ▇▇▇▇ may at its optionone or more certificates, require properly endorsed for transfer, which represent all the Shares owned by such Shareholder and each Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the other Members proposed sale, including, without limitation, representations and warranties (and indemnities with respect thereto) that the transferee of the Company, including NHI, to Transfer all, but not less than all, of their respective Units Shares (or interests therein) is receiving good and marketable title to such purchaser on the same terms Shares (or interests therein), free and conditions offered to ▇▇▇▇clear of all pledges, security interests, or other liens; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Salematter as to which a Shareholder shall agree to provide indemnification (other than its own title to such Shares). (a) The closing , such Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the Drag-Along Sale total liability for which such indemnification is sought, which pro rata portion shall take place at such time and place as ▇▇▇▇ shall specify in be determined on the Drag-Along Notice. At the closing basis of the Drag-Along Sale, each Member shall deliver percentage of the total Shares involved in such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer that are represented by the Units to be sold Shares owned by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equityShareholder. In addition, each Shareholder and the Control Group shall reasonably cooperate and consult with each other in order to effect the transfer described in this Section 4.2, and each Shareholder shall provide reasonable assistance to the extent any Member fails to take any required action Control Group in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power the preparation of attorney disclosure schedules relating to take such action on such Member’s behalf. The power of attorney granted pursuant representations and warranties to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything be made to the contrary contained hereinThird Party involved in such transfer and in the determination of the appropriate scope of, as a condition or limitations or exceptions to, such representations and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan)warranties.

Drag Along Right. At any time (ia) Subject to Section 5.3(d) and the prior to the fifth (5th) anniversary approval of the date hereof with regard Board, any one or more Members (the “Dragging Members”) collectively holding greater than fifty percent (50%) of the Common Units shall have the right to effect, and to cause the Company and each other Member to consent to and participate in, a Transfer sale of all of the Common Units with respect to which a Member or all or substantially all of the assets of the Company, as the case may not unreasonably withhold its Consent pursuant to Section 6.01(a)be, or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ Potential Purchaser in a single, arm’s length transaction, single transaction or in a series of related arm’s length transactions, through the whether pursuant to a sale of Unitsthe Common Units or an alternate form of transaction at the election of the Dragging Members (whether by a merger transaction, or a mergerbusiness combination, consolidation or other similar corporate reorganization sale of all of the Company Common Units or all or substantially all of the assets of the Company) (the a “Drag-Along SaleTransaction”), then ▇▇▇▇ and if requested by the Dragging Member, each other Member (each, a “Compelled Member”) shall be required to sell all of its Common Units (or, if applicable, to take all necessary actions to support and consummate such alternate form of transaction) in accordance with this Section 5.3. (b) The Dragging Members shall provide a written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”) of such Drag-Along Transaction to each of the Compelled Members, with a copy to the Company, as promptly as practicable and in any event not later than twenty (20) Business Days prior to the proposed consummation of the Drag-Along Transaction by the Potential Purchaser. The Drag- Along Notice shall contain written notice of the exercise of the rights of the Dragging Members pursuant to Section 5.3(a), which shall specify stating that such Dragging Members propose to effect a Drag-Along Transaction and setting forth the identity name of the prospective purchaser Potential Purchaser, applicable form of consideration, and price per Common Unit to be paid by the Potential Purchaser and all other material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable Transaction and customary expenses a copy of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold definitive purchase agreement or similar document providing for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. Transaction. (c) At the closing of the Drag-Along SaleTransaction, the Potential Purchaser shall remit to each Compelled Member shall deliver the total consideration due such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer Compelled Member in respect of the Common Units to be sold by such MemberCompelled Member in the Drag-Along Transaction, against delivery less a pro rata portion of any amounts to be held in escrow or subject to an earn-out or similar provision. The closing with respect to any Drag-Along Transaction pursuant to this Section 5.3 shall be held as soon as practicable and at the time and place specified in the Drag-Along Notice but in any event within one hundred and eighty (180) days of the applicable consideration. (b) By execution date the Drag-Along Notice is delivered to the Members. Consummation of this Agreement, each such Transfer of Common Units by any Compelled Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate the Potential Purchaser in a Drag-Along Sale Transaction shall be conditioned upon consummation of such Transfer by each Dragging Member to such Potential Purchaser of the Common Units proposed to be Transferred by the Dragging Members. Any transaction costs, including transfer taxes and legal, accounting and investment banking fees incurred by the Company and the Dragging Members and any other Member participating in a timely manner. If any Member shall default in its obligation Transfer pursuant to sell its Units in a Drag-Along SaleNotice shall, then ▇▇▇▇ may seek specific performance unless the applicable Potential Purchaser refuses, be borne by the Company in the event of a Sale of the Company and shall otherwise be borne by the Members on a pro rata basis based on the consideration received by each Member in such Member’s obligations under Transfer. (d) Except as expressly provided in this Section 6.07 or pursue 5.3, the Dragging Members shall have no obligation to any other remedies at law or Compelled Member to consummate any Drag-Along Transaction (it being understood that any and all such decisions shall be made by the Dragging Members in equitytheir sole discretion). In additionthe event that the Drag-Along Transaction is not consummated by the Dragging Members, the Compelled Members shall not be entitled to sell or otherwise dispose of any of their Common Units directly to any third party or parties pursuant to such Drag-Along Transaction (it being understood that all such sales and other dispositions shall be made only on the terms and pursuant to the extent any Member fails to take any required action procedures set forth in this Article V). (e) In furtherance of, and not in limitation of, the foregoing, in connection with this Section 6.07any Drag-Along Transaction, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(cwill (i) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained hereinfullest extent permitted by law, raise no objections in its capacity as a condition and prior to Member against the closing of a Drag-Along SaleTransaction or the process pursuant to which it was arranged and waive all dissenters rights, appraisal rights and similar rights in connection with the Drag-Along Transaction, (ii) vote or provide its written consent with respect to all of its Common Units in favor of the transaction pursuant to which the Transfer is effected and (iii) execute all documents containing terms and conditions consistent with the provisions of this Section 5.3 which are also executed by the Dragging Members and are reasonably necessary to effect the transaction; provided, however, that no Compelled Member shall be required to enter into a release or non-compete or non-solicitation or no-hire provision, an exclusivity provision, any other restrictive covenant (other than customary and reasonable covenants regarding confidentiality that are consistent with those set forth in this Agreement) or any other provision that is not a strictly financial term related directly to such Drag-Along Transaction; provided, further, that (A) the liability of each Member shall be several and not joint with respect to the other Members, (B) no Compelled Member shall have any liability to the Company or any other Member for any breaches of the representations, warranties or covenants of any other Member or the fraud or willful misconduct of any other Member, (C) any obligations of a Compelled Member under the agreement governing such transaction and any related escrow agreement shall be borne pro rata among the Members based on the proceeds and assets payable to such Members in such transaction (other than with respect to representations and warranties that relate specifically to a particular Member or its respective Affiliates (unless waived Common Units, which obligations shall be borne solely by such Member) and shall in no event exceed the actual proceeds and assets received by such Compelled Member in such transaction, and (D) no Compelled Member shall be released from required to make any personal liability representations or warranties or covenants in connection with such transaction except, as applicable, with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).1) such Compelled Member’s ownership of such Compelled Member’s Common Units,

Drag Along Right. At any time (i) prior If HMNY proposes to Transfer (in a sale consummated in a single Transfer, or a series of related Transfers, to a single purchaser or group of purchasers as part of a single transaction) Units (other than a Permitted Transfer of the type set forth in Section 9.2), then HMNY shall have the right (“Drag-Along Right”), but not the obligation, to cause any other Member (the “Drag-Along Member(s)”) to tender its Units to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or proposed purchaser for purchase. (ii) after If HMNY elects to exercise its Drag-Along Right under this Section 9.3(e), then HMNY shall notify the fifth Company and the Drag-Along Member(s) in writing (5th“Drag-Along Notice”). Each Drag-Along Notice shall set forth: (A) anniversary with regard the name and address of the proposed purchaser to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party which HMNY proposes to Transfer Units and the number of Units proposed to be Transferred; (B) the amount and form of consideration and terms and conditions of payment offered by the proposed purchaser, and any other material terms pertaining to the Transfer; and (C) that the proposed purchaser has been informed of the rights provided for in this Section 9.3(e) and has agreed to purchase Units in accordance with the terms hereof. The Drag-Along Notice shall be given at least thirty (30) days before Closing of the proposed Transfer. (iii) Upon the receipt of a Drag-Along Notice, the Drag-Along Member(s) shall be obligated to sell all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify set forth in the Drag-Along Notice. At If the closing proposed purchaser designated in the Drag-Along Notice does not then purchase all of the Units proposed to be Transferred by HMNY and all of the Units of the Drag-Along Sale, each Member shall deliver such customary transfer documents Member(s) as ▇▇▇▇ may reasonably request to Transfer set forth in the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If Notice, no Member may Transfer any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocableproposed purchaser. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof September 11, 2020 with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary September 11, 2020 with regard to any Transfer of Units, if ▇▇▇▇ GAHR3 receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ GAHR3 in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ GAHR3 shall provide written notice to NHI NHI, GAHR4 and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Subject to Section 6.07 (d), the Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If Subject to Section 6.07 (d), if neither NHI does not nor GAHR4 provide a Purchase Notice to ▇▇▇▇ GAHR3 as provided in Section 6.06(c), then ▇▇▇▇ GAHR3 may at its option, require all of the other Members of the Company, including NHINHI and GAHR4, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇GAHR3; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Drag- Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ GAHR3 shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ GAHR3 may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s and GAHR4’s rights pursuant to Section 6.06 and Section 6.07(d) to Consent to and to DMNORTH #6535211 v11 participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ GAHR3 may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ GAHR3 power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c6.07(b) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan). (d) This Section 6.07 (d) shall govern the rights of NHI and GAHR4 with respect to the Drag-Along Notice constituting the Proposed Sale Notice pursuant to Section 6.06(b). If NHI or GAHR4, but not both, elect to purchase from GAHR3 all of the Units owned by GAHR3 within the time periods and in the manner required by Section 6.06, then the Member making such election to purchase shall also be required to purchase all of the Units owned by all other Members on the same terms and conditions offered by GAHR3 (subject to the proviso set forth in Section 6.07(a) and the other terms and conditions of this Section 6.07). If both NHI and GAHR4 elect to purchase from GAHR3 all of the Units owned by GAHR3 within the time periods and in the manner required by Section 6.06, then NHI shall have the sole right to purchase the all of the Units owned by GAHR3 and all of the Units owned by GAHR4 at a price designated by NHI which price shall be required to be in excess of price offered by GAHR3 (the “NHI Drag- Along Price”) and otherwise on terms set forth in the Drag-Along Notice and the other terms and conditions of this Section 6.07. Such election (the “NHI Drag-Along Election”) shall be made by NHI by written notice to the other Members (the “NHI Drag-Along Election Notice”) within ten

Drag Along Right. At any time (a) In the event that the Majority in Interest and the Managers shall approve an acquisition of the Company by a third party purchaser (a “Purchaser”) (i) by means of any transaction or series of related transactions (including any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the voting interests of the Company or in which the Unit Holders immediately prior to the fifth (5th) anniversary such transaction would own, as a result of such transaction, less than a majority of the date hereof with regard to a Transfer voting interests of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a)the successor or surviving entity immediately thereafter, or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer in which all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, substantially all or a merger, consolidation or other similar corporate reorganization majority of the tangible and/or intangible assets of the Company (as determined by the Managers) are sold (each, a “Drag-Along Company Sale”), then ▇▇▇▇ the Majority in Interest shall provide have the right (the “Drag Along Right”) to cause all of the Unit Holders to (and each Unit Holder shall) (x) consent to, vote for, and raise no dissenter rights against the Company Sale, (y) if applicable, sell to the Purchaser all of their respective Units on the terms and conditions approved or directed by the Majority in Interest and the Managers, and (z) promptly take all necessary and desirable actions approved or directed by the Managers in connection with the consummation of the Company Sale. (b) The Company shall deliver to each Unit Holder a written notice to NHI and the other Members at least thirty not less than ten (3010) business days prior to the date consummation of any Company Sale, or such proposed Transfer lesser period of time as is commercially reasonable under the circumstances (but in no event less than five (5) business days prior to such consummation) (the “Drag-Along Sale Notice”), which notice shall specify the identity of the prospective purchaser and the describe all material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewithSale, shall including, without limitation, (i) the Units or assets (as applicable) proposed to be shared by the Members sold in the same manner as if all of Company Sale, (ii) the assets of the Company were sold for such sale proposed purchase price and the proceeds of such sale were distributed portion thereof payable to each Unit Holder, and (iii) the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)proposed closing date. (ac) The closing Each Unit Holder hereby (i) irrevocably appoints any Manager as his, her or its attorney-in-fact (with full power of the Drag-Along Sale shall substitution) to execute all agreements, instruments and certificates and take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request all actions necessary or desirable to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If effectuate any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations sale under this Section 6.07 or pursue 8.5; and (ii) grants to any other remedies at law or in equity. In addition, Manager a proxy (which shall be deemed to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney be coupled with an interest and is irrevocable. (c) Notwithstanding anything to vote the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived Units held by such Member) Unit Holder and exercise any consent rights applicable thereto in favor of any sale under this Section 8.5; provided, that no Manager shall be released from any personal liability with respect exercise such power-of-attorney or proxy until a Unit Holder has failed to all Loans (includingcooperate or is otherwise in breach of his, without limitation, any liability associated with any guaranty her or indemnity relating to a Loan)its obligations under this Section 8.5.

Drag Along Right. At any time In the event that the Company and the Non-Selling Members do not exercise their right to purchase all of the Offered Units pursuant to Section 6.2, and subject to the terms of Sections 6.6(b), 6.6(c), 6.6(e) and Section 7.7(f)(4), if applicable, and notwithstanding the requirements that would otherwise apply pursuant to Section 6.6(a), if, (i) at any time prior to the fifth (5th) anniversary December 23, 2010, Initial Members owning at least 70% of the date hereof with regard to a Transfer Percentage Interests held by all of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a)the Initial Members as of the Merger Date, or (ii) at any time on or after December 23, 2010, Members holding greater than 50% of the fifth Percentage Interests, (5thsuch Initial Members or such Members, the “Compellors”) anniversary with regard to shall, in any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, transaction or in a series of related arm’s length transactions, through directly or indirectly, propose to sell for value all Units held by them (the sale of “Controlling Units, or ”) to a merger, consolidation or other similar corporate reorganization of the Company Potential Purchaser (the “Drag-Along SaleOffer”), then ▇▇▇▇ the provisions set forth in this Section 6.3 shall provide written notice to NHI and apply at the option of the Compellors. (a) The Compellors may, at their option, require the other Members at least thirty (30the “Compelled Members”) days prior to sell all Units owned or held by them to such third party or parties for the date of such proposed Transfer same consideration and otherwise on the same terms and conditions upon which the Compellors sell their Units, subject to this Section 6.3. (i) The Compellors shall provide a written notice (the “Drag-Along Notice”), which shall specify the identity ) of such Drag-Along Offer to each of the prospective purchaser and Compelled Members, with a copy to the material terms and conditions Company, not later than the date of such proposed Transfer and acceptance of the amount and type of consideration to be paid in respect thereofDrag-Along Offer by the Potential Purchaser. The Drag-Along Notice shall also constitute contain written notice of the Proposed Sale Notice exercise of the rights of the Compellors pursuant to Section 6.06(b6.3(a), setting forth the consideration to be paid by the third party or parties and all other material terms and conditions of the Drag-Along Offer, as well as a copy of the Drag-Along Offer, if available. If NHI does Within ten Business Days following the date the Drag-Along Notice is given, each of the Compelled Members shall deliver to the Compellors a special irrevocable power-of-attorney authorizing the Compellors, on behalf of such Compelled Member, to sell or otherwise dispose of such Units pursuant to the terms of the Drag-Along Offer and to take all such actions as shall be necessary or appropriate in order to consummate such sale or disposition. (ii) Promptly after the consummation of the sale of Units of the Compellors and the Compelled Members to the Potential Purchaser pursuant to the Drag-Along Offer, but in no event more than two Business Days thereafter, the Compellors shall remit to the Compelled Members the total sales price of the Units of the Compelled Members sold pursuant thereto less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Compellors in connection with such sale. (iii) If, at the end of the 270-day period following the giving of the Drag-Along Notice, the Compellors shall not provide a Purchase Notice have completed the sale of all the Controlling Units and the Units delivered to ▇▇▇▇ as provided in the Compellors pursuant to Section 6.06(c6.3(b)(i), then ▇▇▇▇ may at its optionno Member shall have any obligation with respect to such Drag-Along Offer; provided, require that the provisions of this Section 6.3 shall apply to any subsequent Drag-Along Offer. (iv) Except as expressly provided in this Section 6.3, the Compellors shall have no obligation to any Compelled Member with respect to the sale or other disposition of any Units owned by the Compelled Member, and in particular, the Compellors shall have no obligation to any Compelled Member to consummate any Drag-Along Offer (it being understood that any and all such decisions shall be made by the Compellors in their sole discretion). In the event that the Drag-Along Offer is not consummated by the Compellors, the Compelled Members shall not be entitled to sell or otherwise dispose of Units directly to any third party or parties pursuant to such Drag-Along Offer (it being understood that all such sales and other dispositions shall be made only on the terms and pursuant to the procedures set forth in this Article VI). (c) In furtherance of, and not in limitation of the other Members foregoing, in connection with any compelled sale, each Member will (i) to the fullest extent permitted by law, raise no objections in its capacity as a Member of the Company, including NHIagainst the compelled sale or the process pursuant to which it was arranged, to Transfer all, but not less than all, of their respective Units to and (ii) execute all documents containing such purchaser on the same terms and conditions offered as those executed by other Members that are reasonably necessary to ▇▇▇▇effect the transaction; provided, however, that (A) no Compelled Member shall be required to enter into a non-compete or non-solicitation or no-hire provision, an exclusivity provision, a provision providing for the gross licensing of intellectual property or the delivery of any products or services, including support arrangements, or any other provision that is not a strictly financial term related directly to the sale of the Units, subject to ISE LLC’s obligations set forth in Section 6.3(e), (B) the liability of the Members is several and not joint, (C) no Compelled Member shall have any liability to the Company or any other Member for any breaches of the representations, warranties or covenants of any other Member, (D) any obligations of a Compelled Member under the agreement governing such transaction and any related escrow agreement shall be borne pro rata among the Members based on the proceeds and assets payable to such Members in such transaction (other than any such obligations that relate specifically to a particular Member’s Units, which obligations shall be borne solely by such Member) and shall in no event exceed the actual proceeds and assets received by such Compelled Member in such transaction, (E) no Compelled Member shall be required to make any representations or warranties or covenants in connection with such transaction except with respect to (1) such Compelled Member’s ownership of its Units, (2) subject to the provisions of clauses (B) and (C) above, customary security holder indemnities for breaches of such Compelled Member’s representations, warranties and covenants, (3) such Compelled Member’s ability to convey title to its Units free and clear of liens, (4) such Compelled Member’s ability to enter into the transaction and such Compelled Member’s power and organization and (5) customary and reasonable covenants regarding confidentiality, publicity and similar matters, (E) if any Member is given an option as to the form of consideration to be received, all other Members shall be given the same option on the same terms, and (F) if the form of consideration to be received by any Compelled Member is other than cash, such Compelled Member shall have the right to receive cash in lieu of such other consideration. (d) Notwithstanding anything in this Section 6.3 to the contrary, if the Compellors or any of their respective Representatives, directly or indirectly, receive any consideration from the acquiror or any of the acquiror’s Affiliates in connection with a compelled sale other than (i) the consideration that is received by all the Members on a pro rata basis as part of the compelled sale, and (ii) consideration that is received by any Member for bona fide services rendered to the Company following the closing of a compelled sale, then the Compellors shall cause each of the Compelled Members to receive their pro rata share, determined by reference to the respective amounts of consideration otherwise payable to each Member (including the Compellors) as part of the compelled sale, of such securities or other cash consideration. (e) For a period up to nine months following the consummation of the sale of Units of the Compellors and the Compelled Members to the Potential Purchaser pursuant to the Drag-Along SaleOffer (or for such other period as the parties may otherwise agree), less ISE LLC shall provide transition support and services to such Potential Purchaser (the aggregate reasonable and customary expenses of “Successor”) consistent with the services ISE LLC provided to the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed pursuant to the Members in accordance with Section 4.02 (and the same power Services Agreements immediately prior to delivery of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At During the closing of period in which ISE LLC provides such transition support and services to the Drag-Along SaleSuccessor, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If notwithstanding any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies duty otherwise existing at law or in equity. In addition, ISE Holdings and any Person employed by, related to or in any way affiliated with ISE Holdings may have other business interests and may engage in any business or trade, profession, employment or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the extent business or activities of the Successor), for its own account, or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocableother Person. (cf) Notwithstanding anything This Section 6.3 shall terminate effective as of and not apply to Transfers of Units made pursuant to the contrary contained herein, as a condition and prior to Initial Public Offering of the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan)Company.

Drag Along Right. At any time (i) prior Subject to the fifth (5th) anniversary approval of the date hereof with regard holders of the Investor Units as provided in Section 13.1, Sellers who deliver notice of their intention to a Transfer of Units with respect exercise their Drag-along Right in the manner specified in Section 13.1 shall be entitled, at their option, to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or require that all (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization ) of the Company Investor Units held by the remaining Limited Partners (the “Drag-Along Salealong Units”), then ▇▇▇▇ shall provide written notice to NHI and ) must be sold along with the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Sellers’ Units to such purchaser on the same terms and conditions offered disclosed in the notice referred to ▇▇▇▇; provided, however, that in Section 13.1. The purchase and sale of the gross proceeds of Units by the Sellers and the Drag-Along Salealong Units shall be completed within one hundred and Eighty (180) days of delivery by the Sellers of notice of their intention to exercise their Drag-along Right. If no sale is consummated, less the aggregate reasonable and customary expenses rights of the Company incurred in connection therewithLimited Partners under Section 13.1 shall revive and if the Sellers shall thereafter desire to sell Units they shall again give notice under this Article 13 and so on from time to time. For the purposes thereof, shall be shared by the Members in the same manner as if all each of the assets of Limited Partners (other than the Company were sold for such sale price and the proceeds of such sale were distributed Sellers) hereby agree to: (i) deliver to the Members in accordance General Partner Unit Certificates representing the Units held by such Limited Partner, together with Section 4.02 (and the same a power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of on substantially the Drag-Along Sale shall take place at such time and place same terms as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted under Section 2.14 authorising the General Partner to, inter alia, sell such Units pursuant to this Section 6.07(cthe terms set forth in the Drag- along Notice, (ii) is become a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything party to the contrary contained hereinsale agreement if the Sellers so request, (iii) provide representations, warranties, covenants and indemnities to the purchaser, as the case may be, that replicate (on a condition proportionate basis where applicable) those given by the Sellers to such purchaser, and prior to the closing (iv) pay its pro-rata share of a Dragall third-Along Sale, each Member and its respective Affiliates (unless waived by party expenses incurred in connection with such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan)sale.

Drag Along Right. At any time (i) prior In the event that ▇▇ ▇▇ proposes to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide written offer from an independent third party to Transfer all, but not less than all, all of its Units Dico common stock to a purchaser which Person that is not an Affiliate of ▇▇▇ ▇▇ (and would not be an Affiliate of ▇▇ ▇▇ upon completion of such Transfer) in a single, arm’s length transaction, one or in a series of related arm’s length transactionstransactions (a) after December 31, through 2017 or (b) at an implied total enterprise valuation for Dico in excess of ten times TTM Consolidated EBITDA (calculated using the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”most recent TTM Consolidated EBITDA reported pursuant to Section 10 hereof), then ▇▇▇ ▇▇ shall provide have the right, upon written notice (which shall include all material terms of such proposed Transfer) to NHI and the other Members, to require the other Members at least thirty (30) days prior to the date of join in such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity sale by selling a pro rata portion of the prospective purchaser and the material terms and conditions shares of Dico common stock held by such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to as ▇▇▇ ▇▇; provided, howeverthat no Member shall be required to make any representations and warranties other than with respect to ownership of and authority to Transfer such Member’s Dico common stock and the Members shall not be obligated to be subject to any non-compete, non-solicit or similar restriction on the Members, as applicable, without the prior written consent of the Board, as applicable; and provided further, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable (A) any representations and customary expenses of the Company incurred in connection therewith, warranties relating specifically to any Member shall only be shared made by that Member and (B) any indemnification provided by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply other than with respect to the representations referenced in the foregoing subsection (A)) shall be based on the relative purchase price being received by each Member in the proposed sale and no Member shall be required to provide any Drag-Along Sale). (a) The closing indemnification in excess of the Drag-Along Sale shall take place at amount of proceeds actually received by such time and place as ▇▇▇▇ shall specify in the Drag-Along NoticeMember. At the closing For purposes of the Drag-Along Salethis Section 7, each Member shall deliver be required to provide such customary transfer documents reasonable cooperation as ▇▇▇ ▇▇ may reasonably request to Transfer the Units to be sold by such Memberrequest, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in including voting its obligation to sell its Units in a Drag-Along Sale, then ▇▇Dico common stock consistently with ▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition▇▇ and, to the extent any Member fails reasonable, subject to take any required action in connection with this Section 6.07, each Member hereby grants the preceding provision executing and delivering agreements and documents which are being executed and delivered by ▇▇ ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (i) prior The Company shall, upon the unanimous consent of the Board, be entitled to require each of the Passive Members to sell to the fifth Third Party Purchaser the same portion (5thexpressed as a percentage) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which as is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through being sold by the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30Selling Member(s) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered as the Selling Member(s) in the Underlying Transaction, if the Company or the Selling Member(s) states in the Transaction Notice that it intends to ▇▇▇▇exercise such right (such right, the “Drag Along Right”); providedprovided that such Passive Member shall not be required to make any representations or warranties other than with respect to unencumbered title to its Units and the power, authority and legal right to transfer such Units and such Passive Member shall not be required to provide an indemnity. Such sale by the Passive Members, however, that the gross proceeds shall not occur earlier than ten (10) days after delivery of the Drag-Along Sale, less the aggregate reasonable Transaction Notice and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price only simultaneously with and the proceeds of such sale were distributed subject to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)Underlying Transaction. (ai) The closing When calculating the portion of the Drag-Along Unit Sale Proceeds to which a Member would be entitled for the purpose of a Sale Transaction under this Section 10.02, such sale proceeds shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, be paid to each Member shall deliver participating in such customary transfer documents as ▇▇▇▇ may reasonably request Sale Transaction based on the amounts each Member would have received pursuant to Transfer the Units to be sold by such Member, against delivery of the applicable considerationSection 10.01. (bii) By execution In the event that the consideration being paid in the Underlying Transaction consists of this Agreementmore than one form of consideration, then each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate participating in a Drag-Along Sale in a timely manner. If any Member such Underlying Transaction shall default in receive its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance pro rata share of each such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power form of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocableconsideration. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time If a Class A Member (i“Transferring Member”) prior intends to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its sell Class A Units to a third party purchaser which is not an Affiliate that would result in such third party purchaser acquiring control over more than fifty percent (50%) of ▇▇▇▇ all outstanding Class A Units and otherwise result in a singleChange of Control, arm’s length transaction, or in a series of related arm’s length transactions, through after taking into account the sale of UnitsUnits by the Members pursuant to the provisions of this Section 11.8, or a merger, consolidation or other similar corporate reorganization in which the Transferring Member (together with any affiliates of the Company Transferring Member) would not retain a controlling interest in the Company, then the Transferring Member shall have the right (the “Drag-Along SaleRight”) to require each remaining Members to sell some or all of its or his or her Units to the third party in a proportionate amount and on the same terms and conditions as the Transferring Member (taking into account Section 11.8(f), then ▇▇▇▇ shall provide ) in accordance with the terms and conditions of this Section 11.8 and otherwise in accordance with the following provisions: (a) The Drag-Along Right may only be exercised by written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify ) from the identity of the prospective purchaser Transferring Member and the material terms and conditions of such proposed Transfer and third party purchaser to the amount and type of consideration to be paid in respect thereof. remaining Members. (b) The Drag-Along Notice shall also constitute shall: i. state the Proposed Sale Notice pursuant name of the third party purchaser, the purchase price for the Units of the Transferring Member(s) and the purchase price proposed to be paid for the Units of the remaining Members (in accordance with Section 6.06(b11.8(f)) and the time, date and place of completion of such sale and purchase; and 46 ii. If NHI does not provide a Purchase be given no later than fifteen (15) business days before the date fixed for completion of the sale by the Transferring Member of its or his or her Units to the third party. (c) The delivery of the Drag-Along Notice to ▇▇▇▇ as provided in Section 6.06(c)a Member shall constitute an irrevocable and binding obligation of the Member to sell, then ▇▇▇▇ may at its optionand the third party to purchase, require some or all of the other Members Member’s Units in a proportionate amount and on the same terms and conditions, taking into account Section 11.8(f) and subject to Section 11.8(e), as are applicable to the sale by the Transferring Member of its Units to the third party as set forth in the Drag-Along Notice (subject to such terms being accurately reflected in the Drag-Along Notice). (d) At or before the time of completion of the Companysale of the Units of each Member to the third party purchaser, including NHIeach such Member shall (i) use its best efforts to cause to be discharged any and all encumbrances of, and security interests in, its or his or her Units and provide written evidence of such discharges to Transfer allthe third party purchaser, but not less than alland (ii) execute and deliver to the third party purchaser, against payment for such Units, all certificates or other documents representing such Units, duly endorsed for transfer or with duly executed assignment forms attached. (e) Notwithstanding any provision of their respective this Section 11.8, (i) no Member shall be under any obligation to sell any Units unless (A) such sale occurs concurrently with or subsequent to such purchaser the sale of Units by the Transferring Member in a proportionate amount on the same terms and conditions offered (taking into account Section 11.8(f)), (B) the sale of Units by the Transferring Member shall qualify as a Permitted Transfer under Section 11.2 and meets the conditions to ▇▇▇▇; provideda Permitted Transfer set forth in Section 11.3 to the extent applicable, howeverand (C) such sale results in a third party purchaser acquiring control over more than fifty percent (50%) of all outstanding Class A Units and otherwise result in a Change of Control, that after taking into account the gross proceeds sale of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared Units by the Members pursuant to the provisions of this Section 11.8, in which the Transferring Member (together with any affiliates of the Transferring Member) would not retain a controlling interest in the same manner as if all Company and (ii) nothing in such sale of Units shall require a Member subject to this Section 11.8 to do any of the assets following, unless all Members similarly situated (e.g., of a similar class or Series of Units) and the Company were sold Transferring Member are required to do the same: (w) enter into any agreement or make any covenant, (x) make any representation, or warranty other than related to authority, ownership and the ability to convey title to such Units, (y) be liable for the inaccuracy of any representation or warranty made by any person or entity in connection with the sale other than himself or itself and the Company, or (z) be liable in any way other than severally in proportion to the amount of consideration paid to such Member in connection with such sale price and such liability not exceed the aggregate consideration received by such Member in such sale. (f) Notwithstanding that a sale pursuant to this Section 11.8 may provide for, or result in, different per Unit consideration for different classes or series of Units, such sale shall be deemed to be for the same terms and conditions regarding consideration if the proceeds of such sale are allocated in the manner that would result if such consideration were distributed to the Members as if the Company were hypothetically liquidated pursuant to the rights and preferences set forth in accordance with Section 4.02 12.2 (and taking into account Section 12.3) as in effect immediately prior to such sale as long as the nature of that consideration (e.g., cash, promissory notes, or other 47 property) is received among the various classes or series of Units in the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)proportionate amounts received by the Transferring Member. (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained hereinin this Agreement, if at any time, and from time to time, a bona fide written offer to acquire the Company, whether by merger, stock sale or sale of assets (the "Drag-Along Offer"), is made by a third party to Company or to the holders of at least % of the then outstanding Units (the "Controlling Members") and Company or the Controlling Members wish to accept the Drag-Along Offer, then Company or the Controlling Members, as a condition and prior the case may be, will have the right (the "Drag-Along Right") to require the other Members (including Drexel, the "Minority Members") to sell their Units to the closing third-party proposed purchaser(s) at the same price per unit and upon the same terms and conditions as set forth in the Drag-Along Offer. Each Member will take all reasonable actions requested by the Controlling Members to facilitate the exercise of the Drag-Along Right, including, but not limited to, voting to approve the transaction. (b) To exercise a Drag-Along SaleRight, Company or the Controlling Members will deliver to each Minority Member a written notice (a "Drag-Along Notice") containing (a) the name and its respective Affiliates address of the third-party proposed purchaser(s), (unless waived by b) the proposed price per unit, terms of payment and other material terms and conditions of the Drag-Along Offer and (c) all such Memberother documents, instruments and information as may be required to enable the Members to effectuate the transfer of their Units. Within thirty (30) shall be released days from any personal liability with respect their receipt of the Drag- Along Notice, the Minority Members will take such actions as are necessary to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating transfer their Units to a Loanthe third-party proposed purchaser(s).

Drag Along Right. At (a) Prior to an IPO, in connection with any time Transfer for value (iwhether by sale, merger or otherwise) prior to the fifth (5th) anniversary of all of the date hereof with regard to a Transfer of Subordinated Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after beneficially owned by the fifth (5th) anniversary with regard Initial Limited Partner to any Transfer of UnitsPerson, if ▇▇▇▇ receives a bona fide offer from an independent third party the Initial Limited Partner shall have the right to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c), then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, Purchasers to Transfer sell all, but not less than all, of their respective Common Units on the terms described in Section 2.02(b) below (the “Drag-Along Right”). (b) In connection with any proposed Transfer subject to this Section 2.02, the Initial Limited Partner shall give written notice to each Purchaser at least twenty (20) days prior to such purchaser Transfer, which notice shall specify the amount of consideration to be received by the Initial Limited Partner for its Subordinated Units in connection with such Transfer and the place and date on which the same terms and conditions offered Transfer is expected to ▇▇▇▇; providedbe consummated (a “Drag-Along Notice”). Until the first anniversary of the date of this Agreement, however, that the gross proceeds of the Drag-Along Sale, less Right shall be limited such that the aggregate reasonable and customary expenses amount of consideration to be received by the Purchasers for their Common Units must be equal to or greater than $18.02 per unit. Following the first anniversary of the Company incurred date of this Agreement, the per unit consideration to be received by Purchasers in connection therewith, a Transfer governed by this Section 2.02 shall be shared equal to the per unit consideration to be received by the Members in the same manner Initial Limited Partner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify reflected in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything The closing of such purchase by the transferee shall be on the same date that the transferee acquires securities from the Initial Limited Partner (it being acknowledged that (i) in no event shall the Initial Limited Partner be obligated to Transfer any securities and (ii) the Purchasers shall not be obligated to Transfer any securities unless and until the Initial Limited Partner Transfers securities hereunder), provided that the Purchasers have been given twenty (20) days’ advance notice of such closing; provided further, however, that any such closing shall be delayed, to the contrary contained hereinextent required, as until the next succeeding Business Day following the expiration of any required waiting periods under the HSR Act and the obtaining of all other governmental approvals reasonably deemed necessary by a condition party to such Transfer. (d) The Initial Limited Partner shall have the right to require the Company to cooperate fully with potential acquirors of the Company in a prospective transaction pursuant to this Section 2.02 by taking all customary and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived other actions reasonably requested by such Member) shall be released from any personal liability with respect to all Loans (includingPersons or such potential acquirors, including without limitation, any liability associated with any guaranty or indemnity relating to a Loan)making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors and making its employees reasonably available for interviews.

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof September 11, 2020 with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary September 11, 2020 with regard to any Transfer of Units, if ▇▇▇▇ GAHR3 receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ GAHR3 in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ GAHR3 shall provide written notice to NHI NHI, GAHR4 and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Subject to Section 6.07 (d), the Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If Subject to Section 6.07 (d), if neither NHI does not nor GAHR4 provide a Purchase Notice to ▇▇▇▇ GAHR3 as provided in Section 6.06(c), then ▇▇▇▇ GAHR3 may at its option, require all of the other Members of the Company, including NHINHI and GAHR4, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇GAHR3; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ GAHR3 shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ GAHR3 may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s and GAHR4’s rights pursuant to Section 6.06 and Section 6.07(d) to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ GAHR3 may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ GAHR3 power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c6.07(b) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (ia) prior to the fifth If one or more Members (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(asuch Member(s), the “Dragging Member(s)”), proposes to consummate, in one transaction or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the a sale of Units, or a merger, consolidation or other similar corporate reorganization greater than 50% of the Company then outstanding Membership Units (the a “Drag-Along Sale”), then ▇▇▇▇ the Dragging Member shall provide have the right, after delivering a written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”)) to each other Member requiring that each other Member (each, which shall specify a “Drag-Along Member”) participate in such Drag-Along Sale on substantially the identity of the prospective purchaser and the material same terms and conditions as the Dragging Member as set forth in the applicable Drag-Along Notice. Notwithstanding any other provision of such proposed Transfer this Section 3.16, any Drag-Along Sale must satisfy the conditions set forth in Section 3.7 and otherwise be a Permitted Transfer. (b) If the amount and type Drag-Along Sale has not been consummated within ninety (90) days following delivery of consideration to be paid in respect thereof. The the Drag-Along Notice, the Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ as provided in Section 6.06(c)be null and void, then ▇▇▇▇ may at each Drag-Along Member shall be released from his, her or its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to ▇▇▇▇; provided, however, that the gross proceeds of obligation under the Drag-Along Sale, less the aggregate reasonable Notice and customary expenses of the Company incurred in connection therewith, it shall be shared by necessary for the Members in the same manner as if Dragging Member to furnish a new Drag-Along Notice to all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Drag-Along Members in accordance with the provisions of this Section 4.02 (and the same power of attorney contained 3.16 in Section 6.06(e) shall apply with respect order to any Drag-Along Sale). (a) The closing of the consummate such Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units to be sold by such Member, against delivery of the applicable consideration. (b) By execution of this Agreement, each Member hereby agrees, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Sale, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable3.16. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan).

Drag Along Right. At any time (a) In the event that holders of at least seventy-five percent (75%) of the then outstanding Voting Units, including at least seventy-five percent (75%) of the then outstanding Voting Class C Units (collectively, the “Selling Members”) approve a Sale of BOX Holdings in writing, specifying that this Section 7.7 shall apply to such transaction, then each Class C Member hereby agrees: (i) prior if such transaction requires Member approval, to the fifth vote (5thin person, by proxy or by action by written consent, as applicable) anniversary all of the date hereof with regard to a Transfer its Voting Class C Units in favor of, and adopt, such Sale of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or BOX Holdings; (ii) after to sell the fifth (5th) anniversary with regard same proportion of Voting Class C Units held by such Member as is being sold by the Selling Members to any Transfer of the Person to whom the Selling Members propose to sell their Units, if ▇▇▇▇ receives a bona fide offer from an independent third party to Transfer alland, but not less than all, of its Units to a purchaser which is not an Affiliate of ▇▇▇▇ in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then ▇▇▇▇ shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to ▇▇▇▇ except as provided permitted in Section 6.06(c)7.7(b) below, then ▇▇▇▇ may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered as the Selling Members; (iii) to ▇▇▇▇; provided, however, execute and deliver all related documentation and take such other action in support of the Sale of BOX Holdings as shall reasonably be requested by BOX Holdings or the Selling Members in order to carry out the terms and provision of this Section 7.7; (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of BOX Holdings; (v) in the event that the gross proceeds Selling Members, in connection with such Sale of BOX Holdings, appoint a Member representative (the “Member Representative”) with respect to matters affecting the Members under the applicable definitive transaction agreements following consummation of such Sale of BOX Holdings, (x) to consent, with respect to such Member’s Voting Class C Units to (i) the appointment of such Member Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) with respect to such Member’s Voting Class C Units, the payment of such Member’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Member Representative in connection with such Member Representative’s services and duties in connection with such Sale of BOX Holdings and its related service as the representative of the Drag-Along SaleMembers, less and (y) with respect to such Member’s Voting Class C Units, not to assert any claim or commence any suit against the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply Member Representative or any other Member with respect to any Drag-Along Sale). (a) The closing of the Drag-Along Sale shall take place at such time and place as ▇▇▇▇ shall specify in the Drag-Along Notice. At the closing of the Drag-Along Sale, each Member shall deliver such customary transfer documents as ▇▇▇▇ may reasonably request to Transfer the Units action or inaction taken or failed to be sold taken by such Memberthe Member Representative in connection with its service as the Member Representative, against delivery of the applicable considerationabsent fraud or willful misconduct. (b) By Exceptions. Notwithstanding the foregoing, a Class C Member will not be required to comply with Section 7.7(a) above in connection with any proposed Sale of BOX Holdings unless: (i) any representations and warranties to be made by such Member in connection with the Sale of BOX Holdings are limited to representations and warranties related to authority, ownership and the ability to convey title to the Class C Units held by such Class C Member, including but not limited to representations and warranties that (i) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Member with respect to the Class C Units in connection with the Sale of BOX Holdings have been duly authorized, if applicable, (iii) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable against the Member in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) such Member shall not be required to make any non-financial related covenant, including without limitation non-competition, non-solicitation and licensing covenants; (iii) the Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of BOX Holdings, other than BOX Holdings (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of BOX Holdings); (iv) the liability for indemnification, if any, of such Member in the Sale of BOX Holdings and for the inaccuracy of any representations and warranties made by BOX Holdings or its Members in connection with such Sale of BOX Holdings, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of BOX Holdings), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Member with respect to its Class C Units in connection with such Sale of BOX Holdings; (v) liability shall be limited to such Member's applicable share (determined based on the respective proceeds payable to each Member in connection with such Sale of BOX Holdings in accordance with the provisions of this Agreement) of a negotiated aggregate indemnification amount that applies equally to all Members but that in no event exceeds the amount of consideration otherwise payable to such Member in connection with such Sale of BOX Holdings, except with respect to claims related to fraud by such Member, the liability for which need not be limited as to such Member; and (vi) upon the consummation of the Sale of BOX Holdings, each Member hereby agreeswill have the right to receive, subject to NHI’s rights pursuant to Section 6.06 to Consent to and to participate at its option, either (A) the same form of consideration for its Class C Units as is received by other Members in a Drag-Along Sale in a timely manner. If any Member shall default in its obligation to sell its Units in a Drag-Along Salerespect of their Units, then ▇▇▇▇ may seek specific performance of such Member’s obligations under this Section 6.07 or pursue any other remedies at law or in equity. In addition, to the extent any Member fails to take any required action in connection with this Section 6.07, each Member hereby grants ▇▇▇▇ power of attorney to take such action on such Member’s behalf. The power of attorney granted pursuant to this Section 6.07(c) is a special power of attorney coupled with an interest and is irrevocable. (c) Notwithstanding anything to the contrary contained herein, as a condition and prior to the closing of a Drag-Along Sale, each Member and its respective Affiliates (unless waived by such Member) which shall be released from either cash or marketable securities or (B) cash of equal value in lieu of any personal liability with non-cash consideration as is received by other Members in respect to all Loans (includingof their Units, without limitation, any liability associated with any guaranty or indemnity relating to a Loan)the value of which shall be determined by the Board in good faith.