Common use of Liens Clause in Contracts

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (blisted on Schedule 7.01(b) of Section 7.2.2; (c) purchase money security interestsand any modifications, in addition toreplacements, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired renewals or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyextensions thereof; provided that (i) any such Lien attaches does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such property concurrently with or within 20 days after the acquisition Lien, and (B) proceeds and products thereof, and (ii) such Lien attaches solely to Liens shall secure only those obligations which they secure on the property so acquired in such transactionClosing Date and refinancings, extensions, renewals and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and replacements thereof permitted solely under subsection 7.2.2(f)hereunder; (dc) Liens for taxes, assessments or other governmental charges which are not yet due or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP; (ed) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business for sums which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP; (fi) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases social security legislation and contracts (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary; (f) deposits to secure obligations on surety or the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money and Capitalized Leases), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended public and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) private easements, rights-of-way, restrictions, encroachments, protrusions, franchises, licenses, permits, zoning laws, covenants, conditions, restrictions and other similar non-monetary encumbrances incurred in the ordinary course of business and minor title defects affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Borrower or any Restricted Subsidiary and any and all exceptions to title disclosed on Schedule B of each of the Person Mortgage Policies; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h), so long as such Liens are adequately bonded (if required by the applicable court) and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which is such proceedings may be initiated has not expired; (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property except for the property financed by such Indebtedness, accessions thereto and the proceeds and the products thereof, (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (iv) the amount of Indebtedness secured thereby does not exceed the cost of the acquisition, repair, replacement, construction or improvement (as applicable) of such property; (j) Liens in connection with Capitalized Lease Liabilities (i) in the amount case of the Mortgaged Properties, Real Property Leases permitted under Section 7.19 and (ii) with respect to all other properties and assets of the extent permitted by subsection 7.2.2(f)Loan Parties, leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or (y) secure any Indebtedness; (k) Liens on property leased by in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Borrower or any Subsidiary or other interest or title importation of goods in the lessor under operating leases securing obligations ordinary course of the Borrower or such Subsidiary to the lessor under such leasesbusiness; (l) Liens on property (i) of a Target which exist at collection bank arising under Section 4-210 of the time such Target becomes Uniform Commercial Code on items in the subject course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a Permitted Acquisition to banking institution arising as a matter of law encumbering deposits (including the extent such Liens right of set-off) and which are otherwise permitted pursuant to this Section 7.2.3; andwithin the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d); (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of NovaMed of New Albany securing after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e); (p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries (in their capacities as lessee) in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (v) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business; (w) other Liens on assets securing Indebtedness outstanding in an aggregate principal amount not to exceed $10,000,000; provided however that no Liens on assets constituting Collateral shall be permitted under this clause q (w) to secure Indebtedness for borrowed money or reimbursement obligations under letters of Section 7.2.2credit of any Loan Party; and (x) Liens arising under the WF Indemnification Agreement.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien securing Indebtedness upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted created pursuant to any Loan Document; (b) until Liens existing on the date of Closing Date and, to the initial Borrowingextent securing Indebtedness in an aggregate amount exceeding $5,000,000, set forth on Schedule 9.1(b); provided that to the extent Liens securing payment of Indebtedness of existing on the type permitted and described Closing Date are not disclosed on such Schedule 9.1(b) in clause (b) of Section 7.2.2reliance on the threshold provided for above, such Liens shall in no event encumber any Current Asset Collateral; (c) purchase money security interestsLiens for Taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days or that are being contested in addition to, good faith and not by appropriate proceedings for which appropriate reserves have been established in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP; (d) Liens for taxes, assessments statutory or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) common law Liens of landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such Liens arise in the ordinary course of business for sums that secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being diligently contested in good faith and by appropriate proceedings and for which proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP; (fe) Liens (other than any Lien imposed by ERISAi) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrowers or any Restricted Subsidiaries; (f) deposits to secure obligations on surety or the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business whichand title defects affecting real property that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Loan Parties and their Restricted Subsidiaries taken as a whole, or the use of the Person which is property for its intended purpose; (h) Liens arising from judgments or orders for the payment of money not constituting an Event of Default under Section 10.1(g); (i) Liens securing obligations in respect of Indebtedness permitted under Section 9.3(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to, or acquired, constructed, repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (j) Liens in connection with Capitalized Lease Liabilities leases, licenses, subleases or sublicenses granted to others in the amount ordinary course of business which do not (i) interfere in any material respect with the business of the Loan Parties and to the extent permitted by subsection 7.2.2(f)their Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) Liens on property leased by in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Borrower or any Subsidiary or other interest or title importation of goods in the lessor under operating leases securing obligations ordinary course of the Borrower or such Subsidiary to the lessor under such leasesbusiness; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 9.2(i) or Section 9.2(m) to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Disposition permitted under Section 9.5, in each case, solely to the extent such Liens are otherwise Investment or Disposition, as the case may be, would have been permitted pursuant to this Section 7.2.3; andon the date of the creation of such Lien; (m) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (n) Liens on property of, or (except to the extent constituting Collateral) Equity Interests in, any Non-Loan Party securing Indebtedness of such Non-Loan Party incurred pursuant to Sections 9.3(b), (l), (p), (r) or (v); (o) Liens in favor of a Loan Party or a Restricted Subsidiary securing Indebtedness permitted under Section 9.3(d); provided that all such Liens on Collateral in favor of a Non-Loan Party securing Indebtedness owing by a Loan Party to such Non-Loan Party shall be subordinated to the Liens of the Collateral Agent pursuant to the Intercompany Subordination Agreement; (p) Liens existing on property (other than Current Asset Collateral, unless the Liens thereon are subordinated to the Lien of the Collateral Agent securing the Obligations in a manner consistent with the terms of the Senior Notes Intercreditor Agreement) at the time of its acquisition or existing on the property of any Person (including any Equity Interests owned by such Person) at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 8.3), in each case after the Closing Date (other than Liens on the Equity Interests (to the extent constituting Collateral) of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of any such event, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property of such acquired Restricted Subsidiary or the Equity Interests owned by such Person), and (iii) the Indebtedness secured thereby is permitted under Section 9.3(e) or (v); (q) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases (other than Capitalized Leases) or licenses entered into by any Loan Party or any of the Restricted Subsidiaries in the ordinary course of business; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Loan Party or any of the Restricted Subsidiaries in the ordinary course of business; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 9.2 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (t) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Loan Party or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited hereunder; (u) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of the Restricted Subsidiaries are located; (v) purported Liens evidenced by the filing of precautionary UCC financing statements or similar public filings; (w) Liens securing Indebtedness in an aggregate amount not to exceed the greater of (i) $450,000,000 and (ii) 85% of Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma Basis; provided that (A) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement, and (B) to the extent any such Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement; (x) Liens (i) of a collection bank arising under Section 4-208 of the UCC on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; (y) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole; (z) the modification, replacement, renewal or extension of any Lien permitted by clauses (b) and (i) of this Section 9.1; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 9.3, and (B) proceeds and products thereof, (ii) to the extent the Liens subject to such modification, replacement, renewal or extension are subordinated to the Liens of the Collateral Agent Securing the Obligations, such Liens being so modified, replaced, renewed or extended shall be subordinated to the Liens of the Collateral Agent on terms at least as favorable to the Lenders as those contained in the subordination of such existing Liens and (iii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 9.3; (aa) rights of set-off against credit balances of a Loan Party or any of the Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to a Loan Party or any of the Restricted Subsidiaries in the ordinary course of business, but not rights of set-off against any other property or assets of NovaMed any Loan Party or any the Restricted Subsidiaries pursuant to the agreements with such Credit Card Issuers or Credit Card Processors (as in effect on the date hereof) to secure the obligations of New Albany any Loan Party or any of the Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; (bb) without duplication of, or aggregation with, any other Lien permitted under any other clause of this Section 9.1, other Liens securing Indebtedness permitted under Section 9.3(s), provided that, (i) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement, and (iii) to the extent any such Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement; (cc) deposits of cash with the owner or lessor of premises leased and operated by a Loan Party or any of the Restricted Subsidiaries in the ordinary course of business of the Loan Parties and such Restricted Subsidiaries to secure the performance of any Loan Party’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises; (dd) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of any Loan Party or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Loan Parties and the Restricted Subsidiaries; (ee) Liens securing any Senior Notes Indebtedness permitted pursuant to Section 9.3(w); provided that such Liens shall be subject to the Senior Notes Intercreditor Agreement; (ff) [reserved]; (gg) solely with respect to real property located in Canada, reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein, that do not materially affect the use of the affected land for the purpose for which it is used by clause q that Person; (hh) the right reserved to or vested in any Governmental Authority by the terms of Section 7.2.2any lease, license, franchise, grant or permit acquired by that Person or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof; (ii) security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of its business; and (jj) any other Lien securing any Indebtedness, provided that (i) Secured Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period is equal to or less than 5.00 to 1.00, in each case determined at the date of incurrence of such Indebtedness secured by such Lien, (ii) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement and (iii) to the extent any such Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement.

Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed; (eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, mechanics and materialmen and landlords other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been and the execution or other enforcement of which is effectively stayed; (c) Liens described on Schedule 11.2 as of the Closing Date and the replacement, extension or renewal thereof; (d) subject to the limitation set aside forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on its booksproperty at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens on equipment or real property; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $3,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Loan Party; and (mg) Liens on arising under the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Loan Documents.

Liens. The Borrower will notNot, and will not permit any of its Subsidiaries to, create, incur, assume create or suffer permit to exist any Lien upon with respect to any of its property, revenues or assets, whether assets now owned or hereafter existing or acquired, except: except the following: (aA) Liens securing payment of the Obligationsfor current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interestsare being maintained, in addition toaccordance with GAAP, (B) easements, party wall agreements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in material respect with the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part business of the cost Borrower and its Subsidiaries taken as a whole; (C) Liens in connection with the acquisition of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days fixed assets after the acquisition thereof, (ii) such Lien attaches solely date hereof and attaching only to the property so acquired in such transactionbeing acquired, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (dD) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s workers' compensation, unemployment insurance or other forms of governmental insurance or benefits and Liens pursuant to letters of credit or other security arrangements in connection with such insurance or benefits, or to secure performance of tenders(E) mechanics', statutory obligationsworkers', leases materialmen's, landlord liens and contracts (other than for borrowed money) entered into like Liens arising in the ordinary course of business in respect of obligations which are not delinquent or to secure obligations on surety or appeal bonds; (g) judgment Liens which are being contested in existence less than 30 days after the entry thereof or good faith and by appropriate proceedings and with respect to which execution has adequate reserves have been stayed established, and are being maintained, in accordance with GAAP, (F) liens on Invested Assets pursuant to trust, letter of credit or the payment of which is bonded other security arrangements in connection with Reinsurance Agreements or covered in full Primary Policies or other regulatory requirements (subject to a customary deductible) by for insurance maintained with responsible insurance companies; licensing purposes), (hG) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.35.02(g) in effect on the date hereof; (H) attachments, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions judgments and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do Liens for sums not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person exceeding $20,000,000 (excluding (x) any portion thereof which is subject thereto; covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights and (jy) all such Liens on assets of Subsidiaries that are not Material Subsidiaries); (I) attachments, judgments and other similar Liens for sums of $20,000,000 or more (excluding any portion thereof which is covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights) provided the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in good faith and by appropriate proceedings and have been bonded off; and (J) Liens in connection with Capitalized Lease Liabilities in the amount and pursuant to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Loan Documents.

Liens. The Borrower No Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except (each of the following clauses (a) through (g), “Permitted Lien”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date Liens existing as of the initial Borrowing; Liens Closing Date and disclosed in Schedule 8.3(b) securing payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.28.2, and refinancings of such Indebtedness; provided that, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date); (c) purchase money security interestsLiens in favor of carriers, in addition towarehousemen, mechanics, materialmen and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary landlords granted in the ordinary course of business, securing Indebtedness incurred business for amounts not overdue or assumed being diligently contested in good faith by appropriate proceedings and for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently which adequate reserves in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests GAAP shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)have been set aside on its books; (d) Liens for taxesincurred or deposits made in the ordinary course of business in connection with worker’s compensation, assessments unemployment insurance or other forms of governmental charges insurance or levies benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds; (e) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 9.1.6; (f) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (g) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;; and (h) Liens Cash collateral in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect an amount not to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course exceed $350,000 securing letters of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise credit permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.28.2(e).

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan DocumentIndebtedness permitted under Section 7.2.2; (b) until Liens granted prior to the date Effective Date which are identified in Item 7.2.3 (“Existing Liens”) of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2Disclosure Schedule; (c) purchase money security interests, in addition to, any Lien existing on the assets of any Person at the time it becomes a Subsidiary (and not created, assumed or incurred by such Person in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course contemplation of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(fevent); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) other Liens incidental to the conduct of the Borrower’s or any of its Subsidiaries’ businesses (including without limitation, Liens on goods securing trade letters of credit issued in existence on respect of the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred importation of goods in the ordinary course of business whichbusiness, or the ownership of any of the Borrower’s or any Subsidiary’s property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate, do not aggregate materially detract from the value of the Borrower’s or any of its Subsidiaries’ property subject thereto or interfere with assets or materially impair the ordinary conduct use thereof in the operation of Borrower’s or any of its Subsidiaries’ businesses); (i) Liens in favor of the business Borrower on assets of its Subsidiaries, and Liens in favor of Subsidiaries of the property Borrower on assets of the Person which is subject theretoBorrower; (j) Liens in connection with Capitalized Lease Liabilities in the amount and securing industrial development or pollution control bonds so long as such Liens attach solely to the extent permitted by subsection 7.2.2(f);property acquired, constructed or improved with the proceeds of such bonds; and (k) any Lien not otherwise permitted by this Section 7.2.3 securing Indebtedness, provided that, immediately after giving effect thereto (and to the incurrence of such Indebtedness secured thereby), the sum of (without duplication and excluding any Indebtedness payable to the Borrower or a Subsidiary) (i) the aggregate outstanding amount of Indebtedness of the Borrower and its Subsidiaries secured by all Liens on property leased described in clauses (b), (c) and (k) of this Section 7.2.3 (excluding any such Liens described in clauses (d) through (j) of this Section 7.2.3) and (ii) the Attributable Value of all Sale-Leaseback Transactions entered into by the Borrower or any Subsidiary or other interest or title and its Subsidiaries in the aggregate does not exceed 15% of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Consolidated Net Tangible Assets.

Liens. The No Borrower will notshall, and will not nor shall any Borrower permit any of its Subsidiaries other Person to, create, incur, assume assume, or suffer to exist any Lien upon any Collateral, Collateral Property or any Equity Interest in any Restricted Party other than any of its property, revenues or assets, whether now owned or hereafter acquired, except:the following (each a “Permitted Lien”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted hereof and described in clause (b) of Section 7.2.2listed on Schedule 8.03; (c) purchase money security interestsLiens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in addition toaccordance with GAAP; (d) carriers', and not in limitation ofwarehousemen's, the Capitalized Lease Liabilities described in clause (j) hereofmechanics', on any property acquired materialmen's, repairmen's, or held by any Subsidiary other like Liens arising in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that business which are (i) not in excess of $2,000,000 in the aggregate for any such Lien attaches to such property concurrently with individual Collateral Property or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired remain undischarged of record (by payment, bonding or otherwise) for a period of more than sixty (60) days, provided that in such transaction, case of (i) and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all ii), such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksdiligently conducted; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers' compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easementsperformance bonds, rights-of-way, restrictions and other similar encumbrances obligations of a like nature incurred in the ordinary course of business whichbusiness; (g) Liens set forth in the Title Policies issued with respect to the Mortgages; (h) other encumbrances on a Collateral Property, which do not constitute a grant by a Loan Party of a mortgage or deed of trust, which in the aggregate, are not substantial in amount, and do not in any case materially detract from the value of the property any Collateral Property subject thereto or materially interfere with the ordinary conduct of the business of the property applicable Mortgagor; (i) Liens securing judgments for the payment of the Person which is subject theretomoney not constituting an Event of Default under Section 10.01(m) or securing appeal or other surety bonds related to such judgments; (j) Liens in connection with Capitalized Lease Liabilities in respect to Personal Property constituting a part of the amount and to the extent permitted by subsection 7.2.2(f);Collateral Property, a Permitted Personal Property Lien; and (k) Liens on related to financing or leasing arrangements permitted by Section 8.04; provided that such Liens do not encumber any property other than the property financed or leased by under Section 8.04. Except for such Permitted Liens and Permitted Personal Property Lien provided in Section 8.04, each Borrower will own all parts of the Borrower or Collateral Properties and will not acquire any Subsidiary fixtures, equipment, or other interest or title property (including software embedded therein) forming a part of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted any Collateral Property pursuant to this Section 7.2.3; and (m) Liens on a Lease, license, security agreement, or similar agreement, whereby any party has or may obtain the assets right to repossess or remove same, without the prior written consent of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Administrative Agent.

Liens. The Each of Parent and Borrower will shall not, and will shall not permit any other member of its Subsidiaries the Consolidated Group to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment existing on the date hereof and listed on Schedule 8.01 and any renewals, modifications or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the Obligations, granted pursuant to any Loan Documentobligations secured or benefited thereby is permitted by Section 8.03(b); (b) until Liens for taxes not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the date books of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described applicable Person in clause (b) of Section 7.2.2accordance with GAAP; (c) purchase money security interestscarriers’, in addition towarehousemen’s, and not in limitation ofmechanics’, the Capitalized Lease Liabilities described in clause (j) hereofmaterialmen’s, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums which are not overdue for a period of more than thirty (30) days or (i) which are being diligently contested in good faith and by appropriate proceedings and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or (ii) for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe applicable member of the Consolidated Group is insured against such Liens by title insurance, bonds, or other similar arrangements satisfactory to Administrative Agent; (fd) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA; (e) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (if) easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, affecting any Property which do not in any case materially detract from the value of the property such Property subject thereto or materially interfere with the ordinary conduct of the business of the property applicable Person; (g) Liens of any member of the Person which Consolidated Group (other than a Subsidiary Guarantor) that is subject theretoengaged in construction projects for the purpose of securing surety bonds, performance bonds, or similar instruments (other than Indebtedness); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h); (i) Liens on Properties (other than Unencumbered Properties) securing Indebtedness permitted under Sections 8.03(e) and (f); provided that (i) such Liens do not at any time encumber any Property or assets other than the Property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition; and (j) Liens in connection with Capitalized Lease Liabilities in on Properties (other than Unencumbered Properties) securing Indebtedness that has been paid or otherwise satisfied, but which Liens have not been released of record; provided that Borrower is exercising commercially reasonable efforts to obtain the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2release thereof.

Liens. The Borrower Each Obligor will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its propertyProperties, revenues assets or assetsrevenues, whether now owned or hereafter acquired, except:or assign any account or other right to receive income, other than the following (collectively, “Permitted Liens”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted hereof and described in clause (b) of Section 7.2.2; (c) purchase money security interestslisted on Schedule 10.2.2 and any renewals or extensions thereof, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches no additional property is added to such property concurrently with or within 20 days after the acquisition thereofProperty covered thereby, (ii) such Lien attaches solely to the property so acquired in such transactionamount secured or benefited thereby is not increased, and (iii) the principal amount of the Indebtedness which direct or any contingent obligor with respect thereto is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)changed; (dc) Liens for taxes, assessments Taxes not yet due or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its booksare being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation; (ed) Liens of landlords’, carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred materialmen’s, repairmen’s, lessor’s or other like Liens, in each case arising in the ordinary course Ordinary Course of business for sums Business which are not overdue for a period of more than 30 days or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its booksare being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation; (fe) Liens pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or security deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations (other than any Lien imposed by ERISA); (f) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or deposits to secure the performance of tendersbids, trade contracts and leases (other than Debt in respect of Capitalized Leases and Synthetic Lease Obligations), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature, in each case incurred in the ordinary course Ordinary Course of business or to secure obligations on surety or appeal bondsBusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) terms, conditions, exceptions, limitations, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances incurred charges or encumbrances, minor right-of-way gaps and minor title deficiencies on or with respect to any real property, in the ordinary course of business whicheach case, whether now or hereafter in existence, that do not secure any monetary obligations and would not, individually or in the aggregate, do not be reasonably expected to materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Borrowers and their Restricted Subsidiaries, taken as a whole, or materially detract from the use of the Person property which they affect, and for the purposes of this Agreement, any minor title deficiency shall include, but not be limited to, terms, conditions, exceptions, limitations, easements, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the properties of any Obligor that are customarily granted or permitted to exist in the oil and gas industry; provided, however, that such deficiencies, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, and do not materially detract from the use of the property which they affect and (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than an Obligor or any Restricted Subsidiary) on property over which an Obligor or any Restricted Subsidiary of an Obligor has easement rights or on any leased property with respect to which an Obligor or a Restricted Subsidiary is subject the tenant and subordination or similar arrangements relating thereto; (jh) Liens securing judgments for the payment of money not constituting an Event of Default under Section 12.1(g); and (i) Liens securing Debt permitted under Section 10.2.1(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Debt, (ii) the Debt secured thereby does not exceed the purchase price or cost of the property being acquired on the date of acquisition and (iii) such Liens do not at any time encumber any assets included in the Borrowing Base; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage and (ii) possessory Liens in favor of brokers and dealers arising in connection with Capitalized Lease Liabilities the acquisition or disposition of Investments owned as of the Closing Date and Investments permitted under this Agreement, provided that such Liens (A) attach only to such Investments and (B) secure only obligations arising in connection with the amount acquisition or disposition of such Investments and to the extent permitted by subsection 7.2.2(f)not any obligation in connection with margin financing; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under arising from precautionary UCC financing statements relating to operating leases securing obligations and other contractual arrangements entered into in the Ordinary Course of Business that describe only the Borrower property subject to such operating lease or such Subsidiary to the lessor under such leasescontractual arrangement; (l) Liens arising from cash collateralization of Hedging Agreements permitted under Section 10.2.14 in an aggregate amount of up to $5,000,000 at any time outstanding; (m) rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) rights reserved to or vested by law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Obligor or any of its Restricted Subsidiaries or the use thereof or the rights and interest of any Obligor or any of its Restricted Subsidiaries therein, in any manner under any and all laws; (o) Liens existing on property any Property or asset (other than Accounts or Inventory) of any Person (other than an Unrestricted Subsidiary) prior to the acquisition of such Property or asset by any Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) or existing on any Property or asset of any Person (other than an Unrestricted Subsidiary) that becomes a Target which exist at Restricted Subsidiary after the Closing Date prior to the time such Target Person becomes a Restricted Subsidiary; provided that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or an Unrestricted Subsidiary becoming a Restricted Subsidiary), as applicable, (ii) such Liens shall not apply to any other Property or assets of any Borrower or any of its other Subsidiaries (other than Unrestricted Subsidiaries), (iii) such Liens shall secure only those obligations which it secures on the subject date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof and (iv) the Debt secured by such Lien is Debt permitted under Section 10.2.1(j) hereof; (p) Liens arising in connection with Permitted Sale/Leaseback Transactions; (q) Liens securing insurance premium financing under customary terms and conditions in respect of insurance policies, provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (s) Liens consisting of an agreement to transfer any property (other than with respect to a transfers resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding) that is permitted under this Agreement; (t) leases, subleases, space leases, licenses or sublicenses, in each case, in the Ordinary Course of Business and which do not interfere in any material respect with the business of any Obligor or any Restricted Subsidiary; (u) [reserved]; (v) Liens solely on Secured Notes Collateral securing Debt permitted by Section 10.2.1(g); (w) [reserved]; (x) Liens on Excluded Property (except to the extent securing Debt permitted by Section 10.2.1(g)); (y) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (z) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, provided that the aggregate balance of all such deposits not exceeding $5,000,000 when taken together with amounts under clause (aa) below, made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof); and (aa) Liens on cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to Administrative Agent to the extent such cash collateral represents the proceeds of financing and additional amounts to pay accrued interest on and/or the redemption price of the financing, provided that the aggregate amount of such Liens are otherwise permitted pursuant to shall not exceed $5,000,000 when taken together with amounts under clause (z) above. provided, nothing in this Section 7.2.3; and (m) Liens on the assets 10.2.2 shall in and of NovaMed of New Albany securing the Indebtedness permitted itself constitute or be deemed to constitute an agreement or acknowledgment by clause q of Section 7.2.2Administrative Agent or any Lender that any Debt subject to or secured by any Lien, right or other interest ranks senior in priority to any Obligation.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, grant, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except:other than the following (collectively, “Permitted Liens”): (ai) Liens securing payment of in existence on the ObligationsEffective Date and set forth on Schedule 7.3 and any extensions, granted pursuant renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any a part of the cost of acquiring property that secured the Lien so extended, renewed or replaced (plus any improvements on such property; provided ) and shall secure only those obligations that it secures on the date hereof (i) and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with any such Lien attaches to such property concurrently with extension, renewal or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(freplacement); (dii) Liens for taxesimposed by law, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) such as Liens of carriers, warehousemen, mechanics, materialmen and landlords landlords, incurred in the ordinary course of business for securing sums (A) not constituting borrowed money that are not overdue by more than 90 days or (B) the validity or amount of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksproceedings; (fiii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(j)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (giv) judgment Liens in existence less for taxes, assessments or other governmental charges or statutory obligations that are not delinquent for a period of more than 30 days after or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (or, in the entry thereof or with respect to which execution has been stayed or case of the payment Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesits organization), if so required; (hv) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (vii) Liens created or existing over all or any part of any Guaranty Fund or any Regulatory Capital Assets; (viii) Liens securing Indebtedness permitted pursuant to Section 7.2(iii), 7.2(iv) or 7.2(v); (ix) Liens securing purchase money Indebtedness of the Borrower and its Subsidiaries incurred solely to finance the acquisition, construction or improvement of any equipment, real property or other fixed assets in existence on the Sixth Amended ordinary course of business (or assumed or acquired by the Borrower and Restated Effective Date its Subsidiaries in connection with a transaction permitted under this Agreement), including Capital Lease Obligations, and listed on Schedule 7.2.3any renewals, but without giving effect to any replacements, refinancings or extensions or renewals thereof; andprovided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within 180 days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (ix) easements, rightsstatutory and common law rights of set-of-way, restrictions off and other similar encumbrances rights and remedies as to deposits of cash, securities, commodities and other funds in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerage incurred in the ordinary course of business which, business; (xi) Liens (A) consisting of minor defects in the aggregate, title that do not materially detract from the value of the property subject thereto or interfere with the Borrower’s or any applicable Subsidiary’s ability to conduct its business as currently conducted and (B) arising in the ordinary conduct course of its business which (1) do not secure Indebtedness and (2) do not in the aggregate materially impair the operation of the business of the property of the Person which is subject theretoBorrower and its Subsidiaries, taken as a whole; (jxii) Liens in connection with Capitalized Lease Liabilities in the amount and (A) existing on any asset prior to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased acquisition thereof by the Borrower or any Subsidiary or other interest or title and not created in contemplation of the lessor under operating leases securing obligations such acquisition and (B) existing on any asset of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist any Person at the time such Target Person is merged into or consolidated with the Borrower or any Subsidiary or otherwise becomes a Subsidiary and not created in contemplation of such event; (xiii) Liens on assets of the subject Borrower and its Subsidiaries not otherwise permitted by this Section 7.3; provided that, at the time any such Lien is incurred, the total amount of the Indebtedness and other obligations secured by Liens permitted under this Section 7.3(xiii) does not exceed 7.5% of the Consolidated Net Worth of the Borrower and its Subsidiaries (to be determined on a Pro Forma Basis as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b)); (xiv) Liens of a Permitted Acquisition collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction and covering only the items being collected upon; (xv) Liens of sellers of goods to the Borrower or its Subsidiaries arising under Article 2 of the Uniform Commercial Code in effect in the relevant jurisdiction or similar provisions of applicable law in the ordinary course of business; (xvi) Liens consisting of an agreement to sell, transfer or dispose of any asset (to the extent such sale, transfer or disposition is not prohibited by this Agreement); (xvii) Liens are otherwise permitted pursuant with respect to this Section 7.2.3Capital Stock which constitute minority investments held by the Borrower or any of its Subsidiaries other than Liens with respect to any such Capital Stock incurred in connection with (A) any Indebtedness specified in clauses (i), (ii) or (v) of the definition thereof or (B) any Guaranty Obligation of any of such Indebtedness; and (mxviii) Liens on securing any Hedge Agreement entered into by any Clearing House Subsidiary in the ordinary course of its clearing, deposit and settlement operations, or matters reasonably related or incidental thereto, or in the management of its assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2and liabilities.

Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of arising under the Obligations, granted pursuant to any Loan DocumentDocuments; (b) until Liens existing on the date Amendment and Restatement Effective Date and listed on Schedule 6.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.01(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the initial Borrowing; Liens securing payment of Indebtedness of the type obligations secured or benefited thereby is permitted and described in clause (b) of by Section 7.2.26.01(b); (c) purchase money security interestsLiens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, in addition to, and not in limitation of, if adequate reserves with respect thereto are maintained on the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part books of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently applicable Person in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP; (d) Liens for taxescarriers’, assessments warehousemen’s, mechanics’, materialmen’s, repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums that are not overdue for a period of more than 30 days or that are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person; (fe) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ▇▇▇▇▇, and (ii) public utility services provided to the Borrower or other forms of governmental insurance or benefits, or a Subsidiary; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichaffecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the Person which business of the Borrower and its Subsidiaries; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j); (i) Liens securing Indebtedness permitted under Section 6.01(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is subject theretolower, of the property being acquired on the date of acquisition; (j) Liens in connection with Capitalized Lease Liabilities in the amount and any Lien existing on any property or asset prior to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Original Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other interest property or title of the lessor under operating leases securing obligations assets of the Borrower or any Subsidiary and (iii) such Subsidiary to Lien shall secure only those obligations that it secures on the lessor date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (k) Liens (i) of a collecting bank arising under such leasesSection 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry; (l) Liens on property any interest or title of a Target which exist at lessor, sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the time such Target becomes ordinary course of business; (m) leases, licenses, subleases or sublicenses granted to others in the subject ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; (n) Liens in favor of customs and revenue authorities arising as a Permitted Acquisition matter of law to secure payment of customs duties in connection with the extent such importation of goods in the ordinary course of business; (o) Liens are otherwise permitted pursuant in favor of ▇▇▇▇▇ Fargo Bank, National Association on cash collateral pledged to this Section 7.2.3secure the Existing Letters of Credit and the Existing Bank Products; (p) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (q) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mr) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2financing arrangements with respect to insurance premiums.

Liens. The Borrower No Credit Party will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except for the following (“Permitted Liens”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described Closing Date which are disclosed in clause (b) of Section 7.2.2Schedule 8.3(b); (c) purchase money security interests, Liens in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens favor of carriers, warehousemen, mechanics, materialmen and landlords incurred granted in the ordinary course of business for sums amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fd) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or appeal performance bonds; (ge) judgment Liens in existence for less than 30 sixty (60) days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiescompanies and which do not otherwise result in an Event of Default under Section 9.1(f); (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (if) easements, rights-of-way, restrictions zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (g) Liens for Taxes not yet due and payable or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (h) purchase money security interests in real property, improvements thereto, equipment or other assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary Guarantor; provided that (i) such security interests secure Indebtedness permitted by Section 8.2(e) or Section 8.2(j), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within two hundred seventy (270) days after such acquisition (or construction) (or in the case of the first or any successive extensions, renewals or refinancings of the underlying Indebtedness, such security interests are incurred and the security is created within thirty (30) days after the incurrence of such new Indebtedness), (iii) the Indebtedness secured thereby does not exceed the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (i) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries as lessees in the ordinary course of business which, in and covering only the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoassets soleased; (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)importation ofgoods; (k) Liens on property leased arising solely by the Borrower virtue of any statutory or any Subsidiary common law provision relating to bankers’ liens, rights of set-off or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasessimilar rights; (l) Liens on property the cash collateralization of a Target which exist at the time such Target becomes the subject any letter of a Permitted Acquisition to the extent such Liens are otherwise permitted credit obligations incurred pursuant to this Section 7.2.38.2(m) in an amount not to exceed 105% of the face amount thereof; and (m) other Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2and other obligations in an aggregate outstanding principal amount not to exceed $1,500,000.

Liens. The Borrower No Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether asset now owned or hereafter acquiredacquired by it or any of its Subsidiaries, exceptexcept for the following: (a) Liens securing payment in favor of the Obligations, granted pursuant to any Loan Document;Lenders securing Indebtedness under this Credit Agreement. (b) until the date any Lien arising out of the initial Borrowing; Liens securing payment refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the type permitted foregoing clauses of this Section 8.2; provided, that such Indebtedness is not increased and described in clause (b) of Section 7.2.2;is not secured by any additional assets. (c) purchase money Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP. (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and interest owners of oil and gas production and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP. (e) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security interestsbenefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts. (f) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property. (g) Liens with respect to judgments and attachments which do not result in addition toan Event of Default. (h) Liens, and not in limitation ofdeposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the Capitalized Lease Liabilities described in clause payment of money), leases (j) hereofpermitted under the terms of this Agreement), on any property acquired public or held by any Subsidiary statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business. (i) rights of first refusal entered into in the ordinary course of business. (j) Liens consisting of any (i) rights reserved to or vested in any municipality or governmental, securing Indebtedness incurred statutory or assumed public authority to control or regulate any property of a Credit Party or any Subsidiary or to use such property in any manner which does not materially impair the use of such property for the purpose of financing all for which it is held by a Credit Party or any part such Subsidiary, (ii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations. (k) Liens on deposits required by any Person with whom a Credit Party or any Subsidiary enters into forward contracts, futures contracts, swap agreements or other commodities contracts in the ordinary course of business. (l) other Liens, including Liens imposed by Environmental Laws, arising in the cost ordinary course of acquiring such propertyits business which (i) do not secure Indebtedness (other than Liens on cash and cash equivalents that secure letters of credit), (ii) do not secure any obligation in an amount exceeding $10,000,000 at any time and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business. (m) (i) prior to the Investment Grade Rating Date only, Liens securing, or in respect of, purchase money obligations for fixed or capital assets and obligations under Capital Leases; provided provided, that (iA) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, such acquisition; (iiB) such Lien attaches solely to the property so acquired in such transaction; (C) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of such acquisition and (iiiD) the principal amount of the aggregate Indebtedness which is outstanding and which is being secured by any and all such purchase money security interests shall Liens does not exceed at any one time exceed $13,000,000 less 3% of Consolidated Tangible Net Assets or (ii) subsequent to the Investment Grade Debt Rating only, other Liens securing Indebtedness or obligations in an amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichexceed, in the aggregate, do not materially detract from the value at any one time 10% of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;Consolidated Tangible Net Assets. (jn) Liens in connection with Capitalized Lease Liabilities in after the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens Investment Grade Rating Date, any Lien on property leased by the Borrower or any Subsidiary or other interest or title asset of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist any Person existing at the time such Target becomes Person is merged or consolidated with or into the subject Borrower, the Parent or any Subsidiary and not created in contemplation of a Permitted Acquisition such event. (o) after the Investment Grade Rating Date, any Lien existing on any asset prior to the extent acquisition thereof by the Borrower, the Parent or any Subsidiary and not created in contemplation of such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2acquisition.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, shall not create, incur, assume or suffer to exist any Lien upon of any kind on any property or asset of its propertyany kind of the Borrower or any Subsidiary, revenues or assetsexcept the following (collectively, whether now owned or hereafter acquired, except:the “Permitted Liens”): (a) Liens securing payment existing on the Effective Date (each such Lien, to the extent it secures Indebtedness or other obligations in an aggregate amount of $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the ObligationsDollar Equivalent of $30,000,000) or more, granted pursuant to any Loan Documentbeing described on Schedule 5.16 attached hereto); (b) until Liens arising in the date ordinary course of business by operation of law, deposits, pledges or other Liens in connection with workers’ compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, public or statutory obligations or other similar charges, good faith deposits, pledges or other Liens in connection with (or to obtain letters of credit in connection with) bids, performance, return-of-money or payment bonds, contracts or leases to which the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired Borrower or held by any Subsidiary its Subsidiaries are parties or other deposits required to be made in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after in each case the acquisition thereofobligation secured is not for Indebtedness for borrowed money and is not overdue or, (ii) such Lien attaches solely to the property so acquired in such transactionif overdue, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance conformity with GAAP shall have been set aside on its booksprovided therefor; (ec) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, maritime or other similar Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums (or deposits to obtain the release of such Liens) related to obligations not overdue or for more than thirty (30) days if such Liens arise with respect to domestic assets and for more than ninety (90) days if such Liens arise with respect to foreign assets, or, if so overdue, that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance conformity with GAAP shall have been set aside on its booksprovided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect; (d) Liens for Taxes not more than ninety (90) days past due or which can thereafter be paid without penalty or which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect; (e) Liens imposed by ERISA (or comparable foreign laws) which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect; (f) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the Borrower or such Subsidiary shall be prosecuting on appeal or proceeding for review, and for which it shall have obtained (within thirty (30) days with respect to a judgment or award rendered in the United States or within sixty (60) days with respect to a judgment or award rendered in a foreign jurisdiction after entry of such judgment or award or expiration of any previous such stay, as applicable) a stay of execution or the like pending such appeal or proceeding for review; provided, that the aggregate amount of uninsured or underinsured liabilities (net of customary deductibles, and including interest, costs, fees and penalties, if any) of the Borrower and its Subsidiaries secured by such Liens shall not exceed the Dollar Equivalent of $125,000,000 at any one time outstanding; (g) Liens on fixed or capital assets acquired, constructed, improved, altered or repaired by the Borrower or any Subsidiary and related contracts, intangibles and other than assets that are incidental thereto (including accessions thereto and replacements thereof) or otherwise arise therefrom; provided that (i) such Liens secure Indebtedness otherwise permitted by this Agreement, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 365 days after such acquisition or the later of the completion of such construction, improvement, alteration or repair or the date of commercial operation of the assets constructed, improved, altered or repaired, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, improving, altering or repairing such fixed or capital assets, as the case may be, and (iv) such Lien shall not apply to any Lien imposed by ERISAother property or assets of the Borrower or any Subsidiary; (h) Liens securing Interest Rate Protection Agreements or foreign exchange hedging obligations incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than not for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsspeculative purposes; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) Liens on property existing at the time such property is acquired by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such acquisition (or on repairs, renewals, replacements, additions, accessions and betterments thereto), and Liens on the assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such Person becoming a Subsidiary of the Borrower (or on repairs, renewals, replacements, additions, accessions and betterments thereto; (j) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing subsections (a) through (i), provided, however, that the principal amount of Indebtedness secured thereby does not exceed the principal amount secured at the time of such extension, renewal or replacement (other than amounts incurred to pay costs of such extension, renewal or replacement), and that such extension, renewal or replacement is limited to the property already subject to the Lien so extended, renewed or replaced (together with accessions and improvements thereto and replacements thereof); (k) rights reserved to or vested in any municipality or governmental, statutory or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a Person; (l) rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person; (m) rights of a common owner of any interest in property held by a Person and such common owner as tenants in common or through other common ownership; (n) encumbrances (other than to secure the payment of Indebtedness), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property or rights-of-way of a Person for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other natural resources, and other like purposes, or for the joint or common use of real property, rights-of-way, restrictions facilities or equipment, or defects, irregularity and other similar encumbrances incurred deficiencies in the ordinary course title of business which, in the aggregate, do not materially detract from the value of the any property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretorights-of-way; (jo) Liens in connection created by or resulting from zoning, planning and environmental laws and ordinances and municipal regulations; (p) Liens created or evidenced by or resulting from financing statements filed by lessors of property (but only with Capitalized Lease Liabilities in the amount and respect to the extent permitted by subsection 7.2.2(fproperty so leased); (kq) Liens on property leased by securing Non-recourse Debt; (r) Liens on the stock or assets of SPVs; (s) other Liens created in connection with securitization programs, if any, of the Borrower or any Subsidiary and its Subsidiaries; (t) Liens on the drillships and related assets securing the Angolan Debt and the Pacific Drilling Debt; (u) Liens securing Indebtedness or other interest or title obligations (i) of the lessor under operating leases securing obligations Borrower in favor of any wholly owned Subsidiary of the Borrower, or (ii) of any wholly owned Subsidiary of the Borrower in favor of the Borrower or such another wholly owned Subsidiary to of the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Borrower; and (mv) Liens on the assets of NovaMed of New Albany securing the Indebtedness (not otherwise permitted by this Section 6.11) securing Indebtedness (or other obligations) not exceeding at the time of incurrence thereof (together with all such other Liens securing Indebtedness (or other obligations) outstanding pursuant to this clause q (v) at such time) ten percent (10%) of Section 7.2.2Consolidated Tangible Net Worth.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens on Collateral securing First Lien Notes, Second Lien Notes, Pari Passu Lien Indebtedness or Refinancing Indebtedness in respect thereof incurred pursuant to clause (b) or clause (m) of Section 7.2.2, so long as, in each case, such Liens (x) in the date case of First Lien Notes and Pari Passu Lien Indebtedness and Refinancing Indebtedness in respect thereof (except to the extent such Refinancing Indebtedness consists of Second Lien Notes, in which case the immediately following clause (y) will apply), are subject to the First Lien Intercreditor Agreement and (y) in the case of Second Lien Notes or any Refinancing Indebtedness in respect thereof (except to the extent such Refinancing Indebtedness consists of First Lien Notes or Pari Passu Lien Indebtedness, in which case the immediately following clause (x) will apply), are subject to the Junior Lien Intercreditor Agreement; (c) Liens existing as of the initial Borrowing; Liens securing payment of Indebtedness Closing Date and disclosed in Item 7.2.3(c) of the type permitted and Disclosure Schedule securing Indebtedness described in clause (bc) of Section 7.2.2, and Refinancing Indebtedness in respect of Indebtedness outstanding pursuant to such clause (c); provided that no such Lien shall encumber any additional property; (d) Liens securing Indebtedness incurred pursuant to clause (e) of Section 7.2.2; provided that (i) such Lien is granted within 90 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the cost or the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (iii) such Lien attaches only to the assets that are the subject of the Indebtedness referred to in such clause and proceeds thereof and additions and accessions thereto; (e) Liens on cash collateral in an amount not to exceed $15,000,000 securing standby letters of credit issued by a Lender pursuant to clause (g) of Section 7.2.2; (cf) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in Liens securing Indebtedness incurred pursuant to clause (jh) hereofof Section 7.2.2; provided that such Liens existed prior to such Person becoming a Subsidiary, were not created in anticipation thereof and attach only to the assets of such Person acquired (to the extent such assets were owned by such Person immediately prior to the related acquisition); (g) Liens on any property acquired cash collateral in an amount not to exceed $5,000,000 securing Hedging Obligations incurred in compliance with clause (i) of Section 7.2.2; (h) Liens in favor of carriers, warehousemen, mechanics, suppliers, repairmen, materialmen and landlords and other Liens imposed by law or held by any Subsidiary granted in the ordinary course of business, securing Indebtedness incurred business for amounts not overdue or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that being diligently contested in good faith by appropriate proceedings; (i) any such Lien attaches Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to such property concurrently with secure performance of tenders, statutory obligations, bids, leases or within 20 other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds; (j) judgment Liens in existence for less than 45 days after the acquisition thereof, (ii) such Lien attaches solely entry thereof or with respect to which execution has been stayed or the property so acquired in such transaction, and (iii) the principal amount payment of the Indebtedness which is outstanding covered in full (subject to a customary deductible) by insurance maintained with reputable insurance companies and which is secured by any and all such purchase money security interests shall do not at any time exceed $13,000,000 less the amount otherwise result in an Event of Indebtedness outstanding and permitted solely Default under subsection 7.2.2(f)Section 8.1.6; (dk) easements, rights-of-way, zoning restrictions, restrictive covenants, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (l) Liens for taxes, assessments or other governmental charges or levies Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (em) Liens resulting from operation of carrierslaw with respect to any judgments, warehousemenawards or orders to the extent that such judgments, mechanicsawards or orders do not cause or constitute a Default under this Agreement; provided that if any such Liens are on Collateral, materialmen and landlords incurred in the ordinary course of business for sums not overdue or such Liens are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksproceedings; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (hn) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3form of licenses, but without giving effect to leases or subleases granted or created by the Borrower or any extensions Subsidiary, which licenses, leases or renewals thereof; and (i) easementssubleases do not interfere, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not in any material respect with the business of the Borrower or such Subsidiary or individually or in the aggregate materially detract from impair the use (for its intended purpose) or the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (jo) Liens in connection with Capitalized Lease Liabilities in the amount and on fixtures or personal property held by or granted to landlords pursuant to leases to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent that such Liens are otherwise permitted pursuant to this Section 7.2.3not yet due and payable; and (p) other Liens securing obligations in an aggregate amount not to exceed at any time outstanding (x) $5,000,000 minus (y) the amount of Indebtedness incurred under clause (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.27.2.2 that is secured by Liens granted pursuant to clause (b) of this Section 7.2.3 at such time.

Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens existing on the Closing Date and identified in Item 7.2.2(b) ("Ongoing Liens") of the Disclosure Schedule and extensions and renewals thereof; provided that no such extension or renewal shall increase the obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder; (b) Liens securing payment of the Obligations, Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document; (bc) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, bids, statutory or regulatory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or a letter of credit or (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) companies and Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3less than 30 days, but without giving effect which Liens secure any such bond or reimbursement obligation with respect to any extensions or renewals thereof; andsuch letter of credit; (i) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Restricted Subsidiary in the ordinary course of their business of the property subject thereto thereto; (ii) in the case of any property covered by a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by the Agents insuring the Mortgage; and (iii) in the case of any property covered by a Mortgage, upon certification by the Borrower that an easement, right-of-way, restriction, reservation, permit, servitude or interfere with other similar encumbrance granted or to be granted by the Borrower or any such Restricted Subsidiary does not materially detract from the value of or materially impair the use by the Borrower or such Restricted Subsidiary in the ordinary conduct course of the its business of the property subject to or to be subject to such encumbrance, the Administrative Agent shall execute such documents as are reasonably requested to subordinate its Mortgage to such encumbrance; (i) leases or subleases granted by the Borrower or any of its Restricted Subsidiaries to any other Person in the Person which is subject theretoordinary course of business; (j) Liens in connection with Capitalized Lease Liabilities the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the amount trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the extent permitted by subsection 7.2.2(f)terms thereof; (k) Liens on property leased by of sellers of goods to the Borrower or any Subsidiary or other interest or title and its Restricted Subsidiaries arising under Article 2 of the lessor under operating leases UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing obligations of only the Borrower or unpaid purchase price for such Subsidiary to the lessor under such leasesgoods and related expenses; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The None of the Borrower will not, and will not permit or any of its the Subsidiaries to, will create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except (collectively “Permitted Liens”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Closing Date, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.28.2; (c) purchase money security interests, Liens existing as of the Closing Date and disclosed in addition to, and not in limitation of, the Capitalized Lease Liabilities Schedule 8.3(c) securing Indebtedness described in clause (jc) hereofof Section 8.2, on any property acquired or held by any Subsidiary in the ordinary course and refinancings of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyIndebtedness; provided that (i) any that, no such Lien attaches to such shall encumber any additional property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(fsecured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date); (d) Liens securing Indebtedness of the Borrower or the Subsidiaries permitted pursuant to Section 8.2(e) (provided that (i) such Liens shall be created within 180 days of the acquisition of the assets financed with such Indebtedness and (ii) such Liens do not at any time encumber any property other than the property so financed and other customary related assets); (e) Liens solely on assets permitted to secure Permitted A/R Facility Indebtedness securing payment of Permitted A/R Facility Indebtedness; (f) Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business for taxesamounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (g) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, assessments unemployment insurance or other forms of governmental charges insurance or levies benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds; (h) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 9.1(f); (i) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ek) Liens licenses and/or sublicenses of carriers, warehousemen, mechanics, materialmen and landlords incurred Intellectual Property in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings business, and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course restrictions under licenses of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) Intellectual Property entered into in the ordinary course of business or pursuant to secure obligations on surety or appeal bondswhich the Borrower is a licensee; (gl) judgment banker’s liens, rights of setoff and Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment favor of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances financial institutions incurred made in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens arising in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower Borrower’s or any Subsidiary Subsidiary’s deposit accounts or other interest or title securities accounts held at such institutions to secure solely payment of the lessor under operating leases securing obligations of the Borrower or indemnities and fees and similar costs and expenses and provided such Subsidiary to the lessor under such leases; (laccounts are maintained in compliance with Section 7.13(a) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3hereof; and (m) Liens on with respect to security deposits given by Borrower or any Subsidiary to secure real estate leases not exceeding $1,000,000 outstanding at any time. The Lender agrees to execute and deliver such collateral subordination agreements and related documents as reasonably requested of it to confirm the assets priority of NovaMed of New Albany securing the Indebtedness Liens permitted by pursuant to clause q (e) of Section 7.2.28.3.

Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ec) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fd) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (ge) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (f) Liens on cash or cash-equivalents securing Hedging Obligations of the Borrower or any of its Restricted Subsidiaries not in excess in the aggregate of $50,000,000 for all such cash and cash equivalents; (g) Liens in favor of the United States of America or any state thereof or any department, agency, instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any contract or statute; (h) Liens required by any contract or statute in existence on order to permit the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3Borrower or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of the United States of America, but without giving effect to any extensions state or renewals thereof; andany department, agency or instrumentality or political subdivision of either; (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in Liens which exist prior to the ordinary course time of business which, in acquisition upon any assets acquired by the aggregate, do not materially detract from Borrower or any Restricted Subsidiary (including Liens on assets of any Person at the value time of the property subject thereto or interfere with the ordinary conduct acquisition of the business capital stock or assets of such Person or a merger with or consolidation with such Person by the property Borrower or a Restricted Subsidiary), provided that (i) the Lien shall attach solely to the assets so acquired (or of the Person which is subject theretoso acquired, merged or consolidated), and (ii) in the case of Liens securing Indebtedness the aggregate principal amount of all Indebtedness of Restricted Subsidiaries secured by such Liens shall be permitted by the limitations set forth in Section 7.2.5; (j) Liens in connection with Capitalized Lease Liabilities in the amount and securing Indebtedness owing by any Restricted Subsidiary to the extent permitted by subsection 7.2.2(f)Borrower; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesagreements, unitization agreements, pooling orders, and similar arrangements; (l) Liens set forth on property of a Target Schedule 7.2 which exist at are existing on the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andEffective Date; (m) Liens on debt of or equity interests in a Person that is not a Restricted Subsidiary; (n) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses of this Section or of any Indebtedness secured thereby; provided that in the case of Liens securing Indebtedness, the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property or revenue subject of the Lien extended, renewed or replaced (plus improvements on such property); and (o) additional Liens upon assets of NovaMed the Borrower and its Restricted Subsidiaries created after the date hereof, provided that (i) the aggregate Indebtedness secured thereby and incurred on or after the date hereof shall not exceed two and one-half percent (2 ½%) of New Albany securing Stockholders’ Equity in the Indebtedness permitted by clause q of Section 7.2.2aggregate at any one time outstanding and (ii) that such Liens do not encumber or attach to any equity interest in a Restricted Subsidiary.

Liens. The No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist exist, unless such Borrower’s obligations under this Agreement and the Notes are secured equally and ratably therewith, any Lien upon on or with respect to any of its propertyproperties of any character (including, revenues or assetswithout limitation, accounts) whether now owned or hereafter acquired, exceptexcluding from the operation of the foregoing restrictions the following: (a) materialmen’s, suppliers’, tax and other similar Liens arising in the ordinary course of business as presently conducted securing payment of the Obligations, granted pursuant to any Loan Documentobligations which are not overdue or are being contested in good faith by appropriate proceedings; (b) until Liens arising in the date ordinary course of business as presently conducted in connection with leases, workmen’s compensation, unemployment insurance, appeal and release bonds, purchase money security interests and other Liens incidental to the initial Borrowing; Liens securing payment conduct of Indebtedness its business or the operation of the type permitted and described in clause (b) of Section 7.2.2its property or its assets; (c) purchase money security interestsLiens on real estate, buildings or equipment so long as the Indebtedness secured by such Liens does not exceed U.S.$500,000,000, in addition tothe aggregate, for Visa Inc. and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)its Subsidiaries; (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside granted on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or financial assets to secure performance of tenders, statutory obligations, leases risk and contracts (other than for borrowed money) funding management transactions entered into in the ordinary course of business and on commercially reasonable terms negotiated on an arms-length basis, including but not limited to, reverse repurchase agreements, hedging transactions, securities lending transactions and securitization transactions involving royalty or to secure obligations on surety or appeal bonds;other similar payment streams; and (ge) judgment other Liens securing obligations not in existence less than 30 days after excess of the entry thereof greater of an amount equal to (i) U.S.$1,500,000,000 or (ii) four percent (4%) of the total assets of Visa Inc. and its consolidated Subsidiaries, determined in accordance with GAAP, as of the end of the then most recently ended fiscal quarter for which financial statements are available; provided that notwithstanding the foregoing provisions of this Section 6.11, no Borrower shall create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to which execution has been stayed or the payment any shares of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to stock of any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2its Subsidiaries.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and for Taxes not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired yet due or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings proceedings; provided that reserves with respect thereto (if required by, and for which adequate reserves to the extent required by, GAAP) are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in accordance conformity with GAAP shall have been set aside on its books(or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdiction of organization); (eb) Liens of landlord’s, carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred materialmen’s, repairmen’s, supplier, construction or other like Liens in the ordinary course of business for sums that are not overdue for a period of more than 45 days or that are being diligently bonded or contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksproceedings; (fc) (i) pledges or deposits made in connection with workers’ compensation, unemployment insurance and other social security legislation and similar laws or regulations, and (ii) Liens (other than any Lien imposed by ERISAA) incurred of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon or (B) in favor of a banking institution or financial intermediary, encumbering amounts credited to deposit or securities accounts (including the right of set-off) arising in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms the maintenance of governmental insurance or benefits, or such accounts; (d) pledges and deposits to secure the performance of tendersbids, statutory obligations, leases and contracts (other than for borrowed money) entered into ), leases, statutory obligations, surety and appeal bonds, performance bonds, utility payments and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (ge) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended zoning restrictions, survey exceptions and Restated Effective Date and listed on Schedule 7.2.3such matters as an accurate survey would disclose, but without giving effect to any extensions or renewals thereof; and (i) mortgage rights, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries, taken as a whole; (f) Liens in existence on the Closing Date and listed on Schedule 7.2(f) and extensions, renewals and replacements of any such Liens so long as the principal amount of Indebtedness or other obligations secured thereby is not increased and so long as such Liens are not extended to any other property of the Person which Borrower or any of its Restricted Subsidiaries; (g) Liens securing Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to Section 7.1(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created within 180 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and proceeds thereof and (iii) the amount of Indebtedness secured thereby is subject theretonot increased and extensions, renewals and replacements of any such Liens so long as the principal amount of Indebtedness or other obligations secured thereby is not increased and so long as such Liens are not extended to any other property of the Borrower or any of its Restricted Subsidiaries; (h) Liens (i) created pursuant to the Loan Documents or (ii) granted in favor of the Issuing Bank pursuant to arrangements designed to eliminate the Issuing Bank’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in Letters of Credit, as contemplated by Section 2.26; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens with respect of leases, licenses, sublicenses or subleases granted to others not interfering in connection any material respect with Capitalized Lease Liabilities in the amount and to businesses of the extent permitted by subsection 7.2.2(f)Borrower or any of its Subsidiaries; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under with respect to operating leases securing obligations not prohibited under this Agreement and entered into in the ordinary course of the Borrower or such Subsidiary to the lessor under such leasesbusiness; (l) Liens on property so long as the aggregate outstanding principal amount of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition obligations secured thereby does not exceed (as to the extent such Liens are otherwise permitted pursuant Borrower and all Subsidiaries) 5.0% of Consolidated Assets as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to this Section 7.2.3; andthe incurrence thereof; (m) Liens on the assets of NovaMed of New Albany Foreign Subsidiaries securing the Indebtedness permitted under Section 7.1(j); (n) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (o) Liens on the assets of joint ventures and their Subsidiaries (and Restricted Subsidiaries the sole assets of which are the equity interests in one or more joint ventures) securing obligations of such Persons that are not prohibited by Section 7.1; (p) attachment, judgment or other similar Liens securing judgments or decrees not constituting an Event of Default under Section 8.1(h) or securing appeal or other surety bonds related to such judgments or decrees; (q) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business; (r) statutory Liens and rights of offset, revocation, refund or chargeback arising in the ordinary course of business of the Borrower and its Restricted Subsidiaries; (s) cash collateral supporting letters of credit permitted pursuant to Section 7.1 in an aggregate amount not exceeding 105% of the aggregate fact amounts thereof; (t) pledges of cash or Cash Equivalents or deposits of cash or Cash Equivalents made to support any obligations of the Group Members (including cash collateral to secure obligations under letters of credit permitted pursuant to Section 7.1(h)) so long as (without duplication) the sum of (i) the aggregate undrawn face amount of letters of credit permitted pursuant to Section 7.1(h) above, (ii) any unreimbursed obligations in respect of letters of credit permitted pursuant to Section 7.1(h) above and (iii) the aggregate amount of such pledges and deposits does not exceed the limit set forth in Section 7.1(h); (u) Liens on the Collateral securing Indebtedness (and interest and related obligations) permitted under clause q (k) of Section 7.2.27.1 as long as such Liens are subject to a Market Intercreditor Agreement or an intercreditor agreement otherwise reasonably satisfactory to the Administrative Agent; (v) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary of the Borrower in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 7.1(l), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Restricted Subsidiaries and extensions, renewals and replacements of any such Liens so long as the principal amount of Indebtedness or other obligations secured thereby is not increased and so long as such Liens are not extended to any other property of the Borrower or any of its Restricted Subsidiaries; (w) Liens securing obligations in respect of cash pooling, treasury, depositary and other cash management arrangements entered into in the ordinary course of business; (x) Liens arising in connection with Escrow Funding Arrangements; (y) Liens securing Indebtedness incurred to finance deferred insurance premiums permitted under Section 7.1(f), provided that such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the relevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; and (z) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume assume, suffer or suffer permit to exist any Lien upon of any nature whatsoever on any of its property, revenues or assets, whether ownership interests or Equity Securities, now owned or hereafter acquiredowned, except:other than the following (collectively, the “Permitted Liens”): (a) Liens securing the payment of taxes, assessments or government charges or levies either not yet due or the Obligationsvalidity of which is being contested in good faith by appropriate proceedings, granted pursuant and as to any Loan Documentwhich it shall have set aside on its books adequate reserves; (b) until deposits under workers’ compensation, unemployment’ insurance and social security laws, or to secure the date performance of bids, tenders, contracts (other than for the initial Borrowing; Liens securing payment repayment of Indebtedness of the type permitted and described in clause (bborrowed money) of Section 7.2.2; (c) purchase money security interestsor leases, in addition toor to secure statutory obligations or surety or appeal bonds, and not in limitation ofor to secure indemnity, the Capitalized Lease Liabilities described in clause (j) hereofperformance or other similar bonds, on any property acquired or held by any Subsidiary all arising in the ordinary course of business, securing Indebtedness incurred or assumed for ; (c) Liens existing on the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, date hereof and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)described on Schedule 7.02 attached hereto; (d) Liens for taxesagainst the Borrowers imposed by law, assessments such as vendors’, carriers’, lessors’, warehouser’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested mechanics’ liens, incurred in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe ordinary course of business; (e) Liens arising out of carriersa prejudgment attachment or a judgment or award against each Borrower with respect to which it shall currently be prosecuting an appeal, warehousemena stay of execution pending such appeal having been secured, mechanicsexcept any such Lien arising in connection with a judgment, materialmen and landlords incurred in the ordinary course attachment or proceeding which gives rise to an Event of business for sums not overdue Default under paragraph (k) or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books(1) of Article VIII; (f) Liens (other than any Lien imposed by ERISA) incurred in favor of Collateral Agent and Lenders securing the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or Obligations pursuant to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsSecurity Documents; (g) judgment Liens against Borrowers arising under or securing Capital Leases and purchase money Liens securing Indebtedness described in existence less and permitted by Section 7.01(f), provided, however, that (i) such Liens on assets of Borrowers shall be no greater than 30 days after $5,000,000 for each individual asset and no greater than $10,000,000 in the entry thereof aggregate, and (ii) such Liens shall be confined to the assets which are acquired by Borrowers pursuant to such Capital Leases or with respect to which execution has been stayed or the payment of which is bonded or covered assets acquired in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;such permitted purchase money financing; and (h) Liens zoning ordinances, restrictions, easements and minor irregularities in existence on title which do not and will not interfere with the Sixth Amended occupation, use and Restated Effective Date enjoyment by either Borrower of the properties and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred assets subject thereto in the ordinary normal course of its business which, in the aggregate, do not as presently conducted or materially detract from impair the value of such properties and assets for the property subject thereto or interfere with the ordinary conduct purpose of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2business.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the ObligationsObligations or any Hedging Obligations owed to any Lender or any Affiliate of any Lender, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing granted to secure payment of Ongoing Indebtedness permitted and described in clause (f) of Section 7.2.2 or Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (d) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (gf) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or (subject to a customary deductible) by insurance maintained with responsible insurance companies; (hg) Liens in existence on the Sixth Amended with respect to recorded minor imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value of or materially impair the property subject thereto use by the Borrower or interfere with any such Subsidiary in the ordinary conduct course of the their business of the property of the Person which is subject thereto; (jh) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased leases or subleases granted by the Borrower or any Subsidiary or of its Subsidiaries to any other interest or title Person in the ordinary course of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3business; and (mi) Liens on in the assets nature of NovaMed of New Albany securing the trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by clause q of Section 7.2.2, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof.

Liens. (a) The Borrower will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its propertySubsidiaries, revenues or assets, whether now owned or hereafter acquired, exceptexcept for the following: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at on its Property if the time delinquent or thereafter payable without penalty or same are being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;. (eii) Liens of imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen maritime, and landlords incurred oil and gas well liens and other similar liens arising in the ordinary course of business for sums which secure payment of obligations not overdue more than ninety (90) calendar days past due or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books. (iii) Liens arising out of pledges or deposits (A) under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; and (B) under bids, tenders and performance agreements. (iv) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries. (v) Liens in favor of the Administrative Agent to secure the Obligations granted pursuant to any Collateral Document. (vi) Attachment, judgment and other similar, non-tax Liens in connection with court proceedings, but only if and for so long as the execution or other enforcement of such Liens is and continues to be effectively stayed and bonded on appeal in a manner reasonably satisfactory to Lenders for the full amount of such Liens, the validity and amount of the claims secured thereby are being actively contested in good faith and by appropriate lawful proceedings, such Liens do not, in the aggregate, materially detract from the value of the Property of the Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the Borrower’s or any of its Subsidiaries’ business and such Liens are and remain junior in priority to the Liens in favor of the Administrative Agent. (vii) Liens securing Capitalized Lease Obligations, purchase money obligations, Funded Indebtedness and Rate Management Transactions or other Liens on assets of the Borrower or its Subsidiaries having an aggregate value not exceeding $25,000,000; provided that, to the extent such Liens secure Capitalized Lease Obligations and purchase money obligations, such Liens only attach to the property (a) acquired with the proceeds of such indebtedness or (b) which is the subject of such Capitalized Lease Obligations. (viii) Financing statement filings in respect of operating leases intended by the parties to be true leases. (ix) Liens of a collecting bank arising in the ordinary course of business under Section 4 208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon. (A) Liens on cash held in a segregated account to secure performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, having an aggregate value not exceeding $10,000,000 and (B) Liens in existence on the Petition Date Fourth Amendment Credit Support Cash Collateral Accounts and any cash contained therein, held with an issuer of Fourth Amendment Credit Support Cash Obligations. (xi) Liens securing Funded Indebtedness of the Borrower and its Subsidiaries constituting Permitted Refinancing Debt that is permitted under Section 6.11(a)(vi). (xii) Liens securing obligations having an aggregate value not exceeding $25,000,000 at any time outstanding (A) not on Collateral or (B) (1) on Collateral that is not included in the calculation of then existing Borrowing Base and (2) on a junior basis to Liens in favor of the Administrative Agent securing the Obligations; provided that, to the extent such Liens are securing Funded Indebtedness incurred pursuant to Section 6.11(a)(iv), such Liens shall not be on the Collateral. (b) The Parent will not create, incur, or suffer to exist any Lien in, of or on the Property of the Parent, except for the following: (i) Liens for taxes, assessments or governmental charges or levies on its Property if the same are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;. (fii) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation. (iii) Liens in favor of the Administrative Agent to secure the Obligations granted pursuant to any Collateral Document. (iv) Attachment, judgment and other than any Lien imposed by ERISA) incurred in the ordinary course of business similar, non-tax Liens in connection with workmen’s compensationcourt proceedings, unemployment insurance but only if and for so long as the execution or other forms enforcement of governmental insurance or benefitssuch Liens is and continues to be effectively stayed and bonded on appeal in a manner reasonably satisfactory to Lenders for the full amount of such Liens, or to secure performance the validity and amount of tendersthe claims secured thereby are being actively contested in good faith and by appropriate lawful proceedings, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment such Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichdo not, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct Property of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary of its Subsidiaries or other interest or title materially impair the use thereof in the operation of the lessor under operating leases securing obligations Borrower’s or any of its Subsidiaries’ business and such Liens are and remain junior in priority to the Liens in favor of the Borrower Administrative Agent. (v) Liens securing Capitalized Lease Obligations or purchase money obligations; provided that such Subsidiary Liens only attach to the lessor under property (a) acquired with the proceeds of such leases; indebtedness or (lb) Liens on property of a Target which exist at the time such Target becomes is the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andCapitalized Lease Obligations. (mvi) Liens on Precautionary financing statement filings in respect of operating leases intended by the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2parties to be true leases.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon in, of or on the property of the Borrower or any of its property, revenues or assets, whether now owned or hereafter acquired, Subsidiaries except: (a) Liens the interest of a lessor under a capital lease or otherwise securing payment of the Capital Lease Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2Schedule 6.2; (c) purchase money security interests, in addition to, and not in limitation of, Liens for Taxes on its property if the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests same shall not at any the time exceed $13,000,000 less the amount of Indebtedness outstanding be delinquent or thereafter can be paid without penalty, or are being contested in good faith and permitted solely under subsection 7.2.2(f)by appropriate proceedings and for which adequate reserves or provisions in accordance with GAAP shall have been made in its financial statements; (d) Liens for taxesimposed by law, assessments such as landlords’ carriers’, materialmen’s, processors’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens arising out of carrierspledges or deposits under worker’s compensation laws, warehousemenunemployment insurance, mechanicsold age pensions, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksother social security or retirement benefits, or similar legislation; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or deposits to secure the performance of tendersbids, statutory obligations, leases and trade contracts (other than for borrowed money) entered into ), leases, statutory obligations, surety, indemnity and appeal and release bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3easements, but without giving effect to any extensions or renewals thereof; and (i) easementsreservations, rights-of-way, restrictions restrictions, survey exceptions, encroachments, covenants, minor defects, irregularities and other similar encumbrances incurred as to real property of the Borrower or any Subsidiary which customarily exist on properties of corporations engaged in the ordinary course of business which, in the aggregate, similar activities and similarly situated and which do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any Subsidiary conducted at the property subject thereto; (h) Liens existing on property or assets at the time of acquisition thereof after the Closing Date by the Borrower or any Subsidiary, provided that (i) such Liens existed at the time of such acquisition and were not created in anticipation thereof, and (ii) any such Lien does not encumber any other property or assets (other than additions thereto and property in replacement or substitution thereof); (i) Liens existing on property or assets of a Person which is subject theretobecomes a Subsidiary after the Closing Date or which, on the date on which such Person becomes a Subsidiary, such Person shall be contractually bound to grant on any of its property or assets; provided that (i) such Liens or contractual obligations existed at the time such Person became a Subsidiary and were not created in anticipation thereof, and (ii) any such Lien does not encumber any other property or assets (other than additions thereto and property in replacement or substitution thereof); (j) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority or in connection with Capitalized Lease Liabilities arbitration proceedings, if appropriate legal proceedings are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, in the an aggregate amount and not to the extent exceed, when taken together with all Liens securing bonds to stay judgments or in connection with appeals as permitted by subsection 7.2.2(fSection 6.2(f), Cdn.$50,000,000 at any time outstanding; (k) Purchase Money Liens on property leased securing purchase money Indebtedness (other than Capital Leases) incurred by the Borrower or any Subsidiary after the Closing Date to finance the acquisition or other interest construction of assets used in its business, if (i) at the time of such incurrence, no Default or title Event of Default has occurred and is then continuing or would result from such incurrence, (ii) such Indebtedness does not exceed the lower of the lessor under operating leases securing obligations fair market value or the cost of the applicable assets on the date acquired, and (iii) such Indebtedness does not exceed Cdn.$50,000,000 in the aggregate outstanding at any time; provided that such Liens shall not apply to any property of the Borrower or such any Subsidiary to the lessor under such leasesother than that financed (including improvements thereto); (l) Liens on property the title of a Target which exist at the time such Target becomes the lessor in or to property subject of to an operating lease or subject to a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andSale/Leaseback Transaction; (m) Liens (if any) from time to time securing the obligations hereunder; (n) municipal and zoning ordinances, which are not violated in any material respect by the existing improvements and the present use made by the Borrower or any Subsidiary of real property; (o) customary rights of set off, revocation, refund or chargeback under deposit agreements or under applicable law of banks or other financial institutions where the Borrower or any Subsidiary maintains deposits in the ordinary course of business permitted by this Agreement; (p) netting and/or cash management arrangements with financial institutions at which any accounts are maintained or utilized by the Borrower or any Subsidiary; (q) Liens arising from the granting of a license to any person in the ordinary course of business of the Borrower or any Subsidiary; (r) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement entered into by it in connection with a Permitted Acquisition; (s) Liens deemed to exist in connection with repurchase agreements and other similar Investments to the extent such Investments are permitted under Section 6.5; (t) Liens arising by operation of law on insurance policies and proceeds thereof to secure premiums thereunder; (u) Liens arising in connection with a Permitted Receivables Financing; (v) Liens on funds or securities deposited with the Trustee in connection with any defeasance under Section 9.6 of the Notes Indenture and Liens on funds deposited with the administrative agent under the Existing Revolving Facility Agreement in connection with any defeasance under section 2.11(1) thereof; (w) any Lien where sufficient cash has been deposited with the Trustee under Section 9.2 of the Notes Indenture for the purpose of paying the underlying principal and interest until the date of maturity of the underlying Indebtedness; (x) Liens granted in the ordinary course of business in connection with an obligation under a Swap Agreement; (y) Liens granted by the Borrower or by a Subsidiary at the time such Subsidiary was a Guarantor to the Borrower, a Subsidiary which is then a Guarantor or a Related Party to secure borrowed money up to Cdn.$25,000,000 or the US$ Equivalent thereof in the aggregate in existence at any time; (z) Liens to secure Indebtedness for Borrowed Money upon any of its property, whether now owned or hereafter acquired; provided that to the extent such Indebtedness is in aggregate in excess of Cdn. $25,000,000 (or the US$ Equivalent thereof), the obligations of the Borrower under this Agreement and the other Loan Documents are secured by such Lien equally and ratably with any and all other such Indebtedness secured thereby for so long as any such other Indebtedness shall be so secured; (aa) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses, provided that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured prior to such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or a part of the assets of NovaMed of New Albany securing which secured the Indebtedness Lien so extended, renewed or replaced (plus improvements and construction on such real property); (bb) such other Liens as agreed to in writing by the Lenders from time to time; and (cc) Liens not otherwise permitted by clause q the provisions of Section 7.2.26.2(a) through 6.2(bb) above, securing Indebtedness in an aggregate amount not to exceed 15% of Consolidated Tangible Net Worth, as determined as of the last day of the most recently completed Fiscal Quarter at any time. For the purposes of this Section 6.2, the following agreements, and the transactions and arrangements contemplated thereby, shall not constitute, or be considered to have created a Lien: (I) the mirror netting service agreement dated February 1, 2007 by and among The TDL Group Corp. (f/k/a The TDL Group Ltd.), The TDL Group, TDL Group Co., Wentim, Ltd., and certain other Subsidiaries of the Borrower, and The Bank of Nova Scotia, as the same may be amended (a) to add additional Subsidiaries of the Borrower as parties thereto, or (b) in such other manner as shall not affect, in a material way, the nature of the transactions contemplated by such agreement; and (II) the cash management agreement dated May 15, 2003 by and between the Subsidiary Borrower and The TDL Group Co., as the same may be amended (a) to add additional Subsidiaries of the Borrower as parties thereto, or (b) in such other manner as shall not affect, in a material way, the nature of the transactions contemplated by such agreement.

Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary (other than a Hedging SPE) to, create, incur, assume or suffer to exist Incur any Lien upon any of its property, revenues property or assetsassets included in the Collateral, whether now owned or hereafter acquired, except:except the following (collectively, the "Permitted Liens"): (ai) Liens securing payment in favor, or for the benefit, of the Obligations, Administrative Agent or the Lenders granted pursuant to this Agreement or any Loan Collateral Document, including the Lien in favor of the Secured Parties Representative created by the Pledge and Intercreditor Agreement; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (iii) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens other encumbrance for taxes, assessments or other governmental charges or levies not at yet subject to penalties for non-payment or the time delinquent validity, applicability or thereafter payable without penalty or amount of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksestablished by the Borrower; (eiii) Liens of carriers, warehousemen, mechanics, materialmen broker-dealers and landlords incurred clearing corporations Incurred in the ordinary course of business for sums not overdue business, but excluding Liens created in connection with the purchase of securities on margin, the short sale of securities on margin or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens Securities Lending Transactions (other than any Lien imposed by ERISA) Securities Lending Transactions involving U.S. Government Securities incurred as Interest Rate Hedging Transactions); provided, that in the case of broker-dealer Liens relating to trades not settled in the ordinary course of business in connection with workmen’s compensationbusiness, unemployment insurance or other forms such Liens shall be Permitted Liens under this clause (iii) only if such Liens are discharged within five (5) Business Days of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsBorrower's obtaining actual knowledge thereof; (giv) judgment Liens in existence less than 30 thirty (30) days after the entry thereof or with respect to which execution has been stayed stayed, in each case, so long as the aggregate amount of all such judgment Liens at any time does not exceed 1.5% of the Net Asset Value, or judgment Liens the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofinsurance; and (iv) easementsany other Lien granted in favor of the Secured Parties Representative for its benefit and the benefit of the Lenders, rights-of-waythe Custodian (and any subcustodian appointed by or on behalf of the Custodian), restrictions the Administrative Agent or the Hedging Representative and other similar encumbrances incurred Secured Hedging Creditors (each as defined in the ordinary course of business whichPledge and Intercreditor Agreement) granted under the Pledge and Intercreditor Agreement, the Custodial Agreement or any Secured Hedging Agreement (as defined in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount Pledge and to the extent permitted by subsection 7.2.2(fIntercreditor Agreement); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary (other than a Hedging SPE or Investment Holding Subsidiary) to, create, incur, assume or suffer to exist Incur any Lien upon any of its property, revenues property or assetsassets included in the Collateral, whether now owned or hereafter acquired, except:except the following (collectively, the "Permitted Liens"): (ai) Liens securing payment in favor, or for the benefit, of the Obligations, Administrative Agent or the Lenders granted pursuant to this Agreement or any Loan Collateral Document, including the Lien in favor of the Secured Parties Representative created by the Pledge and Intercreditor Agreement; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (iii) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens other encumbrance for taxes, assessments or other governmental charges or levies not at yet subject to penalties for non-payment or the time delinquent validity, applicability or thereafter payable without penalty or amount of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksestablished by the Borrower; (eiii) Liens of carriers, warehousemen, mechanics, materialmen broker-dealers and landlords incurred clearing corporations Incurred in the ordinary course of business for sums not overdue business, but excluding Liens created in connection with the purchase of securities on margin, the short sale of securities on margin or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens Securities Lending Transactions (other than any Lien imposed by ERISA) Securities Lending Transactions involving U.S. Government Securities incurred as Interest Rate Hedging Transactions); provided, that in the case of broker-dealer Liens relating to trades not settled in the ordinary course of business in connection with workmen’s compensationbusiness, unemployment insurance or other forms such Liens shall be Permitted Liens under this clause (iv) only if such Liens are discharged within five (5) Business Days of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsBorrower's obtaining actual knowledge thereof; (giv) judgment Liens in existence less than 30 thirty (30) days after the entry thereof or with respect to which execution has been stayed stayed, in each case, so long as the aggregate amount of all such judgment Liens at any time does not exceed 1.5% of the Net Asset Value, or judgment Liens the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofinsurance; and (iv) easementsany other Lien granted in favor of the Secured Parties Representative for its benefit and the benefit of the Lenders, rights-of-waythe Custodian (and any subcustodian appointed by or on behalf of the Custodian), restrictions the Administrative Agent or the Hedging Representative and other similar encumbrances incurred Secured Hedging Creditors (each as defined in the ordinary course of business whichPledge and Intercreditor Agreement) granted under the Pledge and Intercreditor Agreement, the Custodial Agreement or any Secured Hedging Agreement (as defined in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount Pledge and to the extent permitted by subsection 7.2.2(fIntercreditor Agreement); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens existing on the Effective Date and identified in Item 7.2.3(a) ("Ongoing Liens") of the Disclosure Schedule and extensions and renewals thereof; provided, however, that no such extension or renewal shall increase the obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder; (b) Liens securing payment of the Obligations, Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document; (bc) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, bids, statutory or regulatory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;; 107 (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or a letter of credit or (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) companies and Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3less than 30 days, but without giving effect which Liens secure any such bond or reimbursement obligation with respect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course such letter of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretocredit; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Revolving Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens on the date assets of the initial Borrowing; Resort Subsidiaries to secure payment of Indebtedness permitted in CLAUSE (h) of SECTION 8.2.2 and Liens securing on the assets of the Term Borrower or any of its Subsidiaries to secure payment of Guaranteed Facility Indebtedness of the Term Borrower or any such Subsidiary permitted in CLAUSE (i) of SECTION 8.2.2; (c) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; CLAUSE (c) purchase money security interests, in addition to, of SECTION 8.2.2 and not in limitation of, covering only those assets leased or acquired with the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness; (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of imposed by law, such as carriers, warehousemen, mechanics, lumberjacks, materialmen and landlords liens and other similar liens incurred in the ordinary course of business for sums not more than 60 days overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens (other than judgment Liens on the Collateral) (i) in existence less than 30 days after the entry thereof or with respect to which execution has been stayed stayed, or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.by

Liens. The Borrower will not, and will not permit any of its Subsidiaries Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether asset now owned or hereafter acquiredacquired by it, except: (a) Liens created by the Security Documents securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of this DIP Credit Agreement other than the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Prepetition Lenders and described the Prepetition Noteholders as set forth in clause the Information Certificate (b"PERMITTED LIENS") or as otherwise disclosed in the title policies, if any, issued in connection with the execution and delivery of Section 7.2.2the Security Documents; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its bookspenalty; (ed) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business (i) in favor of carriers, warehousemen, mechanics and materialmen, and other similar Liens imposed by law and (ii) in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue and not involving any deposits or being diligently contested advances or borrowed money or the deferred purchase price of property or services and, in good faith by appropriate proceedings and each case, for which it maintains adequate reserves reserves; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $100,000 arising in accordance connection with GAAP shall have been set aside on its bookscourt proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Permitted Contest; (f) Liens granted under the Financing Order; (other than g) any Lien imposed interest of a lessor or sublessor under any lease entered into by ERISA) incurred Borrower or any Guarantor in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in covering only the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesassets so leased; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of Borrower or any Guarantor; (i) Liens on Prepetition Collateral securing the property of the Person which is subject theretoPrepetition Obligations; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);Carve-Out; and (k) Liens on property leased by the Borrower replacement, extension or renewal of any Subsidiary or other interest or title lien permitted above arising out of the lessor under operating leases securing obligations permitted extension, renewal or replacement of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Debt secured thereby.

Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon of any kind on any of its propertyproperties or assets of any kind, revenues or assetsexcept the following (collectively, whether now owned or hereafter acquired, except:“Permitted Liens”): (a) Liens securing payment of created under the Obligations, granted pursuant to any Loan DocumentDocuments; (b) until the date of the initial Borrowing; Liens securing payment Indebtedness permitted pursuant to Section 5.09(b) and any Cash Management Agreements or Permitted Hedging Agreements secured under any Revolving Credit Facility; provided that the holder of Indebtedness (and any Refinancing Debt in respect thereof) under the Revolving Credit Facility (or its agent) has entered into an intercreditor agreement substantially in the form of Exhibit G attached hereto or another form reasonably acceptable to the type permitted and described in clause Lender (b) of Section 7.2.2the “Intercreditor Agreement”); (c) purchase money security interestsLiens for or priority claims imposed by Law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in addition to, the ordinary course of business (and not in limitation ofconnection with the borrowing of money) and/or pursuant to the terms of the PropCo Lease; provided, however, in each case, the Capitalized Lease Liabilities described obligation secured thereby shall not be overdue or, if overdue, is being contested in good faith and adequate reserves have been set up by the Borrower as the case may be; (d) Liens for Taxes that either (i) are not delinquent or (ii) are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP; (e) Liens securing Indebtedness permitted pursuant to Section 5.09(g); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, construction, repair, replacement, improvement, addition or expansion (as applicable) of the property subject to such Liens and (ii) such Liens do not at any time encumber any property or assets other than the property or assets referred in the foregoing clause (ji), as applicable, that was acquired, leased, constructed, installed, replaced, repaired, improved, added to or expanded with such Indebtedness (except for additions and accessions to such assets, replacements and products thereof and customary security deposits and other after-acquired property); provided that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender; provided, further, that no Indebtedness shall be secured by the Palazzo Condo Tower unless such Indebtedness is incurred pursuant to Section 5.09(a), (b), or (g)(ii) hereof(with respect to Section 5.09(g)(ii), in respect of the Palazzo Condo Tower); (f) Liens granted in the ordinary course of business on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due; provided that such Liens extend only to such insurance proceeds and not to any other property acquired or held by any Subsidiary assets; (g) Liens (i) of a collection bank arising under Section 4-210 of the UCC or similar law on items in the course of collection, (ii) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) in favor of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the principal amount right of the Indebtedness which is outstanding set off) and which is secured are within the general parameters customary in the banking industry and (iv) arising by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount terms of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments documents of banks or other governmental charges financial institutions in relation to the maintenance or levies not at the time delinquent administration of deposit accounts or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiessecurities accounts; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business and minor title defects affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or and adversely interfere with the ordinary conduct of the business of the property Borrower and its Subsidiaries; (i) pledges and deposits made in the ordinary course of the Person which is subject theretobusiness in connection with workers’ compensation, unemployment insurance, old-age pensions, and other social security laws or regulations; (j) Liens arising from attachments or judgments, orders, or decrees in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)circumstances not constituting an Event of Default under clauses (f) or (g) of Article VI; (ki) Liens on property leased leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of the Borrower or any of its Subsidiaries or (B) secure any Indebtedness (other than any obligation that is Indebtedness solely as a result of the operation of clause (e) of the definition thereof), (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any Subsidiary or other by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof and (iii) any interest or title of the lessor a lessor, sublessor, or licensor under operating leases securing obligations of any lease or lease agreement to which the Borrower or any of its Subsidiaries is a party, and interests of any other party granted by such Subsidiary to the licensor or lessor under in such leaseslicensor’s or lessor’s fee or other interest; (l) Liens on property arising from precautionary UCC financing statement filings (or similar filings under applicable Law) regarding leases entered into by the Borrower or any of a Target which exist at the time such Target becomes Subsidiaries in the subject ordinary course of a Permitted Acquisition to business (and Liens consisting of the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andinterests or title of the respective lessors thereunder); (m) Liens (i) (A) on advances of cash or Cash Equivalents or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 5.13 to be applied against the purchase price for such Investment, and (B) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 5.11 and (ii) on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business not prohibited by this Agreement; (o) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (q) any zoning or other law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (r) Liens incurred in connection with any Refinancing Debt to the extent permitted pursuant to Section 5.09(o); (s) non-exclusive licenses and similar arrangements for the use of Intellectual Property in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (t) Liens incurred by the Acquired Companies [described on Schedule 5.10(t)]17 and existing on the Closing Date (or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens), to the extent permitted to be existing on the Closing Date under the Acquisition Agreement, and any modifications, replacements, renewals or extensions thereof; provided, that, in each case, (i) such Liens shall secure only those obligations that they secure on the Closing Date or are obligated to secure as of the Closing Date (and any Refinancing Debt in respect of such obligations permitted by Section 5.09) and shall not subsequently apply or extend to any other property or assets other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) proceeds and products thereof and (C) improvements or accessions to the property covered by such Lien and (ii) such modification, replacement, refinancing, renewal or extension of the obligations secured or benefited by such Liens, if constituting Indebtedness, is permitted by Section 5.09; (u) Liens on cash or Cash Equivalents securing Permitted Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Law; (v) Liens securing obligations in respect of letters of credit or similar obligations and completion guarantees (or, in each case, reimbursement obligations in respect thereof) permitted under this Agreement; provided that such Liens (i) have been incurred in the ordinary course of business (and not in connection with the borrowing of money) and/or pursuant to the terms of the PropCo Lease and (ii) do not at any time encumber any property or assets other than cash deposits or the property or assets that were acquired, leased, constructed, installed, replaced, repaired, improved, added to or expanded in connection with the incurrence of such obligations or completion guarantees; (w) (i) Liens in favor of PropCo as set forth in the PropCo Lease on the Closing Date and (ii) Liens on cash and cash equivalents (and on the related escrow accounts or similar accounts, if any) required to be paid to PropCo (or lenders to PropCo) under the PropCo Lease or maintained in an escrow account or similar account pending application of such proceeds in accordance with the PropCo Lease; (x) pledges and deposits securing liability for reimbursement obligations, and liens on cash collateral securing such reimbursement obligations, in respect of letters of credit permitted pursuant to Section 5.09(t); and (y) Liens with respect to property or assets of NovaMed the Borrower or any Subsidiary securing obligations (other than Indebtedness for borrowed money) in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of New Albany securing such obligations, together with the Indebtedness permitted aggregate principal amount of any other obligations outstanding pursuant to this Section 5.10(y), does not exceed $40,000,000. 17 NTD: Schedule to be included in final agreement to the extent provided by clause q of Section 7.2.2Seller on or prior to the Closing Date, otherwise bracketed language to be removed.

Liens. The Borrower Subject to Section 10.11(d), the Company will not, and will not permit any of its Subsidiaries the other Note Parties to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed; (eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, mechanics and materialmen and landlords other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (c) any Lien on any property or asset of any of the Company and/or any other Note Party existing on the date hereof and set forth in Schedule 10.2(c); provided that (i) such Lien shall have been not apply to any other property or asset of the Note Parties and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof (including unfunded commitments thereunder) that do not increase the outstanding principal amount thereof except by the amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) subject to the limitation set aside forth in Section 10.1(c), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased pursuant to such Capital Lease), (ii) Liens existing on its booksproperty at the time of the acquisition thereof by any Note Party (and not created in contemplation of such acquisition), provided that such acquisition is made in compliance with Section 10.8, and (iii) Liens on equipment or real property; provided that unless otherwise permitted in this Section 10.2, such Liens permitted by sub-clause (iii) of this clause (d) are not in favor of the Collateral Agent, the Senior Agent, the Senior Lenders or any of their respective Affiliates unless such Liens are subject to the Intercreditor Agreement; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $3,000,000, in the aggregate for all of the foregoing, arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto;any Note Party; and (jg) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title favor of the lessor Collateral Agent under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Security Documents to the extent such Liens are otherwise permitted pursuant subject to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany Intercreditor Agreement and to the extent securing the Indebtedness permitted by clause q of Section 7.2.2Secured Obligations.

Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its property, revenues or assets, whether now owned or hereafter acquiredSubsidiaries, except: (a) Liens securing payment for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of the Obligations, granted pursuant to any Loan Documentaccounting shall have been set aside on its books; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted imposed by law, such as carriers’, warehousemen’s and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, mechanics’ liens and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar liens arising in the ordinary course of business, securing Indebtedness incurred business which secure the payment of obligations not more than 60 days past due or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ec) Liens arising out of carrierspledges or deposits under worker’s compensation laws, warehousemenunemployment insurance, mechanicsold age pensions, materialmen or other social security or retirement benefits, or similar legislation; (d) Liens arising out of good faith deposits in connection with or to secure performance of statutory obligations, surety and landlords appeal bonds, government contracts, leases otherwise permitted hereunder, performance and return of money bonds and other similar obligations incurred in the ordinary course of business; (e) Easements, minor defects or irregularities in title, building restrictions and such other encumbrances or charges against real property, all of which as are of a nature generally existing with respect to Properties of a similar character and which do not in any material way affect (i) the marketability of the same or (ii) interfere with the use thereof in the business for sums not overdue of the Borrower or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe Subsidiaries; (f) Liens existing on the date hereof and described in Schedule 6.08 hereto, including extensions, renewals and replacements thereof in whole or in part, so long as the principal amount of the Indebtedness secured thereby at the time of such extension, renewal or replacement is limited to all or any part of the Property (other than any including improvements thereon) securing the Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensationso extended, unemployment insurance renewed or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsreplaced; (g) judgment Liens in existence less than 30 days after on the entry thereof Property of a Subsidiary of the Borrower and exclusively securing Indebtedness of such Subsidiary to the Borrower or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesany Guarantor; (h) Liens of purchasers or providers of financing under an Accounts Receivable Financing Program in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andaccordance with Section 6.05 herein; (i) easementsLiens on the capital stock of any Material Foreign Subsidiary and exclusively securing Indebtedness permitted by Section 6.02, rights-of-way, restrictions and other similar encumbrances incurred in so long as such Liens are pari passu or junior to the ordinary course of business which, in Liens granted pursuant to Section 5.12 or the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoPledge Agreement; (j) Other Liens in connection with Capitalized Lease Liabilities in securing aggregate principal Indebtedness at no time exceeding (i) $35,000,000 minus (ii) the aggregate amount of proceeds of any Sale and to the extent Leaseback Transactions permitted by subsection 7.2.2(f)Section 6.16 and consummated prior to such time; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary pursuant to the lessor under such leases;Mattnick Mortgages securing loans from Mattnick in an aggregate principal amount at no time exceeding $25,000,000; and (l) Liens granted by Merger Sub to AIPC on property Equity Interests of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted AIPC acquired by Merger Sub pursuant to this non-cash “top-up” purchases of Equity Interests pursuant to Section 7.2.3; and (m2.04(b) Liens on of the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2AIPC Transaction Agreement.

Liens. The Borrower Loan Parties will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether asset now owned or hereafter acquiredacquired by it, except: (a) Liens securing payment (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not past due for more than 60 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the Obligations, granted pursuant to any Loan Documentapplicable Person in accordance with GAAP; (b) until the date Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted landlords (other than to secure Debt) and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business business, provided that such Liens secure only amounts not past due for sums not overdue more than 60 days or, if delinquent, are unfiled and no other action has been taken to enforce the same or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves determined in accordance with GAAP shall have been set aside on its booksestablished; (fc) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA; (d) Liens to secure the performance of tendersbids, statutory obligations, trade contracts and leases and contracts (other than for borrowed moneyDebt), statutory obligations (other than Liens imposed by ERISA), surety and appeal bonds, performance bonds and other obligations of a like nature (other than obligations under Swap Contracts) entered into incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (ie) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, affecting real property which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Loan Party or any of its Subsidiaries; (f) any easement, exceptions or reservations in any property or assets granted or reserved for the property purpose of pipelines, roads, the removal of oil, gas or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment that are incidental to, and do not materially interfere with the ordinary conduct of business of any Loan Party or any of its Subsidiaries; [[5256212]] (g) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (h) leases or subleases granted to others not interfering in any material respect with the ordinary course of the Person which is subject theretobusiness of any Loan Party or any of its Subsidiaries; (i) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement, including, without limitation, operating leases; (j) Liens normal and customary rights of setoff upon deposits of cash in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)favor of banks or other depository institutions; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of a collection bank arising under Section 4-210 of the lessor under operating leases securing obligations Uniform Commercial Code on items in the course of the Borrower or such Subsidiary to the lessor under such leasescollection; (l) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (m) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); (n) Liens created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered into in the ordinary course of business; provided that such Liens do not secure Debt; (o) rights of first refusal entered into in the ordinary course of business; (p) Liens consisting of (i) any rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the Parent or any Subsidiary or to use such property, (i) any obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (i) any zoning laws, ordinances or municipal regulations; (q) Liens on cash margin collateral, deposits or securities required by any Person with whom the Parent or any of its Subsidiaries enters into a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Swap Contract, to the extent such Swap Contract is entered into in accordance with Section 7.12; provided that the aggregate value of cash and other assets subject to such Liens shall not at any time exceed $25,000,000; (r) Liens imposed by ERISA that do not constitute an Event of Default and that are otherwise being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; [[5256212]] (s) in the case of (i) Capital Stock of any joint venture of the Parent or its Subsidiaries, (ii) Capital Stock of any Person that is not a Subsidiary or (iii) Capital Stock of any non-wholly owned Subsidiary, in each case, owned by the Parent or any Subsidiary, any Lien, including any put and call arrangements, related to such Capital Stock set forth in (A) the Organization Documents of such joint venture, such other Person or such Subsidiary or any related shareholders’ or similar agreement or (B) in the case of clauses (i) and (ii) above, any agreement or document governing Debt of such joint venture or such other Person; (t) Liens on assets of non-wholly owned Subsidiaries that are not Loan Parties and Liens on the Capital Stock of such non-wholly owned Subsidiaries that are not Loan Parties, in each case securing Debt of such non-wholly owned Subsidiaries permitted pursuant by Section 7.09; (u) in connection with the sale or transfer of any Capital Stock or other assets in a transaction permitted hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (v) Liens securing (i) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) Debt assumed in connection with the acquisition of any fixed or capital assets and (iii) Debt refinancing (but not increasing the outstanding principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) any Debt described in this clause (v); provided that (A) such Lien shall not apply to any property of the Parent or any Subsidiary other than the assets so acquired, constructed or improved and proceeds thereof and (B) prior to the Guarantee Release Date, the aggregate principal amount of Debt secured by Liens in reliance on this clause (v) shall not exceed $25,000,000 outstanding at any time; (w) Liens securing Debt permitted by Section 7.2.37.09(a)(ii) and Section 7.09(b)(i); provided that such Liens shall not apply to any property of the Parent or any Subsidiary other than the fixed or capital assets acquired, constructed or improved with such Debt, and proceeds thereof; (x) prior to the Guarantee Release Date, other Liens securing Debt in an aggregate principal amount not exceeding $50,000,000 outstanding at any time; and (my) on and after the Guarantee Release Date, other Liens securing Debt of the Parent or any of its Subsidiaries; provided that the sum, without duplication, of (A) the aggregate outstanding principal amount of all such Debt secured by a Lien created, incurred, assumed or in existence in reliance on this clause (y), plus (B) the assets aggregate outstanding principal amount of NovaMed all Debt under Section 7.09(b)(vii) plus (C) the aggregate outstanding amount of New Albany securing Attributable Debt under all Sale and Leaseback Transactions under Section 7.08(c) shall not exceed 15% of Consolidated Net Tangible Assets at the Indebtedness permitted by clause q time of Section 7.2.2.creation, incurrence or assumption of such Lien. [[5256212]]

Liens. The Borrower will Parent shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, except: other than the following (a) such Liens, collectively, “Permitted Liens”): Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b; Liens existing on the Closing Date and listed on Schedule 8.01 and any Liens securing Indebtedness described in Section 8.03(c) until or renewals or extensions thereof, provided that, with respect to renewals or extensions, the date property covered thereby is not increased and any renewal, extension or replacement of the initial Borrowingobligations secured or benefited thereby is permitted by Section 8.03(c); Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time yet delinquent or thereafter payable without penalty or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its books; (e) Liens of GAAP; carriers’, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s, Liens for labor done and landlords incurred in the ordinary course materials and services supplied and furnished or other like Liens and statutory Liens (i) which are not filed or recorded for a period of business for sums not overdue or more than 60 days, (ii) which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall respect thereto are maintained on the books of the applicable Person, or (iii) which have been set aside on its books; (f) bonded in a manner reasonably satisfactory to the Administrative Agent; pledges or deposits made or Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance and other social security or employment or insurance legislation (other forms of governmental insurance or benefits, or than ERISA Liens); deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases and contracts surety bonds (other than for borrowed money) entered into bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after business, including during the entry thereof or with respect to which execution has been stayed or the payment course of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofdevelopment; and (i) easements, rights-of-way, restrictions reservations, covenants, conditions, restrictions, defects and irregularities in title to any real property and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; rights reserved to or vested in any Governmental Agency to control or regulate, or obligations or duties to any Governmental Agency with respect to (i) the use of any real property, or (ii) any right, power, franchise, grant, license, or permit, including present or future zoning laws, building codes and ordinances, zoning restrictions, or other laws and ordinances restricting the occupancy, use, or enjoyment of real property; rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person which is subject thereto; (jowning such real property; Liens consisting of any right of offset, or statutory bankers’ lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers’ lien; Liens securing writs of attachment or similar instruments or judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; Liens securing Indebtedness permitted under Section 8.03(j); provided that such Liens do not at any time encumber any property other than the property of such Restricted Subsidiary and its Subsidiaries; Liens on cash securing only Defeased Indebtedness; precautionary Uniform Commercial Code financing statement filings made in connection with Capitalized Lease Liabilities in operating leases; Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the amount property financed by such Indebtedness, and to (ii) the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by Indebtedness secured thereby does not exceed the Borrower cost or any Subsidiary or other interest or title Fair Market Value, whichever is lower, of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes is the subject of such financing; Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; Liens in favor of customs and revenue authorities arising as a Permitted Acquisition matter of law to secure payment of customs duties in connection with the extent such importation of goods by that Person; Liens are otherwise encumbering deposits made to secure obligations arising from statutory or regulatory requirements under Gaming Laws of that Person or its Subsidiaries; Liens on Collateral securing Indebtedness permitted pursuant to this Section 7.2.3under Sections 8.03(g) and (l); and (m) and Liens on the assets Equity Interests of NovaMed any Unrestricted Subsidiary securing any Indebtedness of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2such Unrestricted Subsidiary.

Liens. The Borrower will not, and nor will not it permit any of its the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment in the Collateral created in favor of the ObligationsTrustee for the benefit of the Lenders, granted pursuant the Private Placement Debt holders, the holders of Parity Debt and the counterparties to any Loan DocumentInterest Rate Agreements; (b) until Liens in favor of holders of certain specified permitted secured Indebtedness pursuant to clauses (a), (e), (f), (g), (k) and (m) of SECTION 8.2.2 and extensions, renewals, refundings or refinancings thereof permitted pursuant to (i) of the last section of SECTION 8.2.2; provided that Liens with respect to Indebtedness permitted pursuant to clause (a) shall be in existence on the date of the initial Borrowing; hereof and Liens securing payment of with respect to Indebtedness of the type permitted and described in pursuant to clause (bm) of Section 7.2.2;may not attach to any property other than commodities subject to the applicable Commodity Hedging Agreement and cash held in margin accounts related directly thereto; and (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ed) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fe) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (gf) judgment Liens (1) in existence less than 30 15 days after the entry thereof or (2) with respect to which execution has been stayed or (3) the payment of which is bonded or covered in full (subject to a customary deductibledeductible or co-insurance amount) by insurance maintained with responsible insurance companiescompanies not exceeding $100,000 at any time in existence. (g) Liens on property or assets of any Restricted Subsidiary securing indebtedness of such Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (h) Liens incurred in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andconnection with self insurance arrangements; (i) Liens incidental to the conduct of its business or ownership of its assets which were not incurred in connection with the borrowing of money and which do not materially impair the use thereof by the Borrower or any Restricted Subsidiary; (j) leases or subleases granted to others, zoning restrictions, easements, licenses, reservations, rights-of-way, restrictions on the use of property or irregularities of title and other similar changes, encumbrances incurred in the ordinary course of business which, in the aggregate, and Liens which do not materially detract from impair the value of use thereof by the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)Borrower as any Restricted Subsidiaries; (k) Liens securing Indebtedness described in Item 8.2.2(a) and other Liens described on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary Item 8.2.3 ("Liens") to the lessor under such leasesDisclosure Schedule; (l) Liens continued on property renewals or extension of a Target which exist at Indebtedness previously secured so long as the time such Target becomes the subject principal amounts of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2secured thereby are not increased; PROVIDED, HOWEVER, THAT LIENS ON REAL ESTATE SHALL BE LIMITED TO REAL ESTATE ACQUIRED AFTER THE DATE HEREOF SECURING INDEBTEDNESS NOT IN EXCESS OF $500,000 PER FISCAL YEAR.

Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens existing on the Closing Date and identified in Item 7.2.2(b) ("Ongoing Liens") of the Disclosure Schedule; (b) Liens securing payment of the ObligationsObligations or any obligation under any Rate Protection Agreement, granted pursuant to any Loan Document; (bc) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, bids, statutory or regulatory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended with respect to minor imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Restricted Subsidiary in the ordinary course of their business of the property subject thereto thereto; (i) leases or interfere with subleases granted by the Borrower or any of its Restricted Subsidiaries to any other Person in the ordinary conduct course of the business of the property of the Person which is subject theretobusiness; (j) Liens in connection with Capitalized Lease Liabilities the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the amount trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the extent permitted by subsection 7.2.2(f)terms thereof; (k) Liens on property leased by of sellers of goods to the Borrower or any Subsidiary or other interest or title and its Restricted Subsidiaries arising under Article 2 of the lessor under operating leases U.C.C. or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing obligations of only the Borrower or unpaid purchase price for such Subsidiary to the lessor under such leasesgoods and related expenses; (l) Liens on property securing Assumed Indebtedness of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise Borrower and its Subsidiaries permitted pursuant to this clause (g) of Section 7.2.37.2.2; provided, however, that (i) any such Liens attach only to the property of the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the Borrower or any of its Restricted Subsidiaries theretofore existing or which arise after the date thereof and (ii) the Assumed Indebtedness and other secured Indebtedness of the Borrower and its Restricted Subsidiaries secured by any such Lien shall not exceed 100% of the fair market value of the assets being acquired in connection with such Assumed Indebtedness; and (m) Liens on the assets of NovaMed Non-U.S. Subsidiaries of New Albany the Borrower securing the Indebtedness permitted pursuant to clause (i) of Section 7.2.2; provided, however, that no Liens otherwise permitted by clause q (c), (e), (f), (h), (i), (j), (k), (l) or (m) may be created, incurred, assumed or otherwise permitted to exist upon any property, revenues or assets of Section 7.2.2the Trademark Subsidiary or the IPO Subsidiary.

Liens. The Borrower will notNot, and will not suffer or permit any of its Subsidiaries Loan Party or any other Subsidiary to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments Taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty penalty, or being diligently contested in good faith by appropriate proceedings and for which it maintains adequate reserves in accordance with GAAP shall have GAAP; provided that no notice of any lien has been set aside on its booksfiled under the IRC; (ei) Liens of carriers, warehousemen, mechanics, customs brokers, landlords and materialmen and landlords other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations for sums not more than 30 days overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksGAAP; (c) Liens described in Section 7.2 of the Disclosure Letter as of the Closing Date and the replacement, extension or renewal thereof upon or in the same property subject thereto arising out of the Permitted Refinancing of the Debt secured thereby; (d) Liens securing Debt permitted by Section 7.1(b); provided, however, that any such Lien (i) attaches only to the property being leased or financed and any accessions thereto and proceeds thereof, and (ii) attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired and any accessions thereto and proceeds thereof; (e) attachments, appeal bonds, judgments and other similar Liens in connection with judgments the existence of which do not constitute an Event of Default; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-encroachments, rights of way, restrictions leases, subleases, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of Parent or any Subsidiary; (g) any interest or title of a lessor or sublessor under any lease (other than a Capital Lease) or of a licensor or sublicensor under any license, in each case permitted by this Agreement; (h) leases, licenses, subleases or sublicenses granted to third parties in the property ordinary course of business which do not (i) interfere in any material respect with, or materially detract from the Person which is subject theretovalue of, the business of Parent and its Subsidiaries, taken as a whole, as determined by Parent in its reasonable, good-faith business judgment or (ii) secure any Debt; (i) Liens arising from precautionary uniform commercial code financing statements filed under any lease (other than a Capital Lease) permitted by this Agreement; (j) Liens in connection with Capitalized Lease Liabilities in arising under the amount and to the extent permitted by subsection 7.2.2(f)Loan Documents; (k) bankers’ liens, rights of setoff and Liens on property leased by in favor of financial institutions incurred in the Borrower ordinary course of business arising in connection with deposit accounts or any Subsidiary or other interest or title securities accounts held at such institutions solely to secure payment of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesfees and similar costs and expenses; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andConnecticut Assets; (m) Liens on the assets securing cash collateral (or Cash Equivalent Investments) for Debt incurred pursuant to Sections 7.1(m), (n), (o) and (p); and (n) Liens arising from judgments that do not constitute an Event of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Default.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted L▇▇▇▇ created pursuant to any Loan Documentthe Security Documents securing the Secured Obligations; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on Schedule 7.01(b); (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on Liens of any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens Covenant Entity for taxes, assessments or other governmental charges which are not overdue for a period of more than 30 days or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings; provided that the appropriate reserves required pursuant to GAAP have been made in respect thereof; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of any Covenant Entity arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Liens or (ii) which are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Covenant Entity to the extent required in accordance with GAAP shall have been set aside on its booksGAAP; (e) Liens encumbering property of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course any Covenant Entity consisting of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by E▇▇▇▇ and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to secure obligations on surety or appeal bondsany Covenant Entity; (gf) judgment Liens in existence less than 30 days after deposits to secure the entry thereof or with respect to which execution has been stayed or the performance and payment of which is bonded or covered in full bids, trade contracts, governmental contracts, licenses and leases (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and Restated Effective Date and listed on Schedule 7.2.3appeal bonds, but without giving effect to any extensions or renewals thereof; and (i) easementscompletion guarantees, rights-of-way, restrictions performance bonds and other similar encumbrances obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business whichbusiness; (g) easements (including reciprocal easement agreements), rights‑of‑way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property (i) described in the aggregate, Mortgage Policies or (ii) which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property Covenant Entities; (h) Liens of any Covenant Entity securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens of any Covenant Entity securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Person which is property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided further that individual financings of equipment permitted to be secured hereunder provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; (j) Liens in connection with Capitalized Lease Liabilities in the amount leases, licenses, subleases or sublicenses and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets property covered thereby (including real property and intellectual property), in each case, granted to others by any Covenant Entity in the ordinary course of NovaMed business which do not (i) interfere in any material respect with the business of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.any Covenant Entity taken as a whole, or (ii) secure any Indebtedness;

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2property covered thereby is not changed; (c) purchase money security interestsLiens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not overdue for a period of more than 30 days or which are being contested in addition togood faith and by appropriate proceedings diligently conducted, and not in limitation of, if adequate reserves with respect thereto are maintained on the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part books of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently applicable Person in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP; (d) statutory Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings of landlords and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business for sums business, provided that such Liens secure only amounts not overdue for a period of more than 30 days or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves determined in accordance with GAAP shall have been set aside on its booksestablished; (fe) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into any Lien imposed by ERISA and pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure obligations on the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety or and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h); (i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property of other than the Person which is subject theretoproperty financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Liens leases, subleases, licenses or sublicenses granted to others not interfering in connection any material respect with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)business of any Loan Party or any Subsidiary; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or of title of the a lessor under operating under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasespermitted by this Agreement; (l) Liens on property deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02(a); (m) normal and customary rights of a Target which exist at the time such Target becomes the subject setoff upon deposits of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3cash in favor of banks or other depository institutions; and (mn) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the assets course of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2collection.

Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary (other than a Hedging SPE or Investment Holding Subsidiary) to, create, incur, assume or suffer to exist Incur any Lien upon any of its property, revenues property or assetsassets included in the Collateral, whether now owned or hereafter acquired, except:except the following (collectively, the “Permitted Liens”): (ai) Liens securing payment in favor, or for the benefit, of the Obligations, Administrative Agent or the Lenders granted pursuant to this Agreement or any Loan Collateral Document, including the Lien in favor of the Secured Parties Representative created by the Pledge and Intercreditor Agreement; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (iii) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens other encumbrance for taxes, assessments or other governmental charges or levies not at yet subject to penalties for non-payment or the time delinquent validity, applicability or thereafter payable without penalty or amount of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksestablished by the Borrower; (eiii) Liens of carriers, warehousemen, mechanics, materialmen broker-dealers and landlords incurred clearing corporations Incurred in the ordinary course of business for sums not overdue business, but excluding Liens created in connection with the purchase of securities on margin, the short sale of securities on margin or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens Securities Lending Transactions (other than any Lien imposed by ERISA) Securities Lending Transactions involving U.S. Government Securities incurred as Interest Rate Hedging Transactions); provided, that in the case of broker-dealer Liens relating to trades not settled in the ordinary course of business in connection with workmenbusiness, such Liens shall be Permitted Liens under this clause (iv) only if such Liens are discharged within five (5) Business Days of the Borrower’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsobtaining actual knowledge thereof; (giv) judgment Liens in existence less than 30 thirty (30) days after the entry thereof or with respect to which execution has been stayed stayed, in each case, so long as the aggregate amount of all such judgment Liens at any time does not exceed 1.5% of the Net Asset Value, or judgment Liens the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofinsurance; and (iv) easementsany other Lien granted in favor of the Secured Parties Representative for its benefit and the benefit of the Lenders, rights-of-waythe Custodian (and any subcustodian appointed by or on behalf of the Custodian), restrictions the Administrative Agent or the Hedging Representative and other similar encumbrances incurred Secured Hedging Creditors (each as defined in the ordinary course of business whichPledge and Intercreditor Agreement) granted under the Pledge and Intercreditor Agreement, the Custodial Agreement or any Secured Hedging Agreement (as defined in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount Pledge and to the extent permitted by subsection 7.2.2(fIntercreditor Agreement); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist or to be incurred any Lien upon of any of its propertykind on any Property owned by the Parent or any Restricted Subsidiary; provided, revenues or assetshowever, whether now owned or hereafter acquired, except: that this Section 7.9 shall not apply to nor operate to prevent: (a) Liens securing payment arising by operation of law in connection with worker’s compensation, unemployment insurance, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits, pledges or Liens in connection with bids, tenders, contracts or leases to which the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired Parent or held by any Subsidiary is a party (other than contracts for borrowed money), or other deposits required to be made in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 in each case the obligation secured is not overdue by more than 30 days after the acquisition thereofor, (ii) such Lien attaches solely to the property so acquired in such transactionif overdue by more than 30 days, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance conformity with GAAP shall have been set aside provided on its books;the books of the Parent; -64- (eb) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums (or deposits to obtain the release of such Liens) securing obligations not overdue or by more than 30 days or, if overdue by more than 30 days, being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance conformity with GAAP shall have been set aside provided on its books; the books of the Parent; (c) Liens for taxes or assessments or other government charges or levies on the Parent or any Subsidiary of the Parent or their respective Properties, not yet due or delinquent, or which can thereafter be paid without material penalty, or which are being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of the Parent; (d) Liens arising out of judgments or awards against the Parent or any Subsidiary of the Parent not constituting an Event of Default under Section 8.1(h), or in connection with surety or appeal bonds in connection with bonding such judgments or awards; (e) Survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties which are necessary for the conduct of the activities of the Parent and any Subsidiary of the Parent or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Parent or any Subsidiary of the Parent; (f) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions , including Liens granted by the Parent or a Restricted Subsidiary that are contractual rights of set-off or netting arrangements relating to pooled deposit or sweep accounts of the Parent or such Subsidiary to permit satisfaction of overdraft or similar obligations (other than any Lien imposed by ERISAincluding with respect to netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements) incurred in the ordinary course of business business, and Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in connection with workmen’s compensation, unemployment insurance or other forms the course of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases collection; and contracts (g) Liens not otherwise permitted under this Section 7.9 on Property (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easementsshares of stock in any Wholly-Owned Subsidiary and (ii) receivables, rights-of-wayinventory and similar working capital assets); provided that, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes of the subject incurrence thereof, the obligations secured thereby shall not exceed the greater of: (i) $300,000,000 and (ii) 5.0% of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the total assets of NovaMed the Parent and its Restricted Subsidiaries determined on a consolidated basis as of New Albany securing the Indebtedness permitted by clause q last day of Section 7.2.2the immediately preceding fiscal year.

Liens. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer permit to exist any Lien upon on any of its property, revenues property or assets, whether asset now owned or hereafter acquiredacquired by it, except:except for the following (collectively, “Permitted Liens”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter payable can be paid without penalty or, provided the Borrower or any Subsidiary have Knowledge or should have had Knowledge of such Liens, are being diligently actively contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksbooks in accordance with GAAP (to the extent required thereby) or (ii) for property taxes on property that the Borrower or any Subsidiary has determined to abandon if the sole recourse for such tax, assessment, charge or claim is to such property; (ei) Liens of imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, operators’, royalty, surface damages and mechanics’ liens and other similar liens which arise in the ordinary course of business and (ii) Liens under operating agreements, materialmen joint venture agreements, oil and landlords gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the Disposition, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, gathering agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business, in each case of this clause (ii), arising in the ordinary course of business which secure payment of obligations not more than 90 days past due or which are being contested in good faith by appropriate proceedings; (c) Liens incurred in the ordinary course of business for sums (i) arising out of pledges or deposits under workmen’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, (ii) on cash or cash equivalents pledged to secure the performance of letters of credit, bids, tenders, sales contracts, leases (including rent security deposits), statutory obligations, surety, appeal and performance bonds, joint operating agreements or other similar agreements and other similar obligations not overdue incurred in connection with the borrowing of money, the obtaining of advances or being diligently the payment of the deferred purchase price of property (including those to secure health, safety and environmental obligations) or (iii) consisting of deposits which secure public or statutory obligations of the Borrower or any Subsidiary, or surety, custom or appeal bonds to which the Borrower or any Subsidiary is a party, or the payment of contested taxes or import duties of the Borrower or any Subsidiary; (d) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in good faith by appropriate any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries; (e) attachment, judgment and other similar Liens arising in connection with court proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthat would not constitute an Event of Default; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance securing Indebtedness or other forms obligations (i) of governmental insurance the Borrower or benefits, or to secure performance a Subsidiary in favor of tenders, statutory obligations, leases a Loan Party and contracts (other than for borrowed moneyii) entered into of any Subsidiary that is not a Loan Party in the ordinary course favor of business or to secure obligations on surety or appeal bondsany Subsidiary that is not a Loan Party; (g) judgment Liens in existence less than 30 on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.03(b), (ii) such Liens are incurred prior to or within two-hundred seventy (270) days after the entry thereof or with respect to which execution has been stayed such acquisition or the payment completion of which such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets (other than in the case of any Indebtedness permitted by Section 6.03(b) constituting an extension, renewal, refinancing or replacement to the extent any excess is bonded necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or covered in full replacement) and (subject iv) such Liens shall not apply to a customary deductible) by insurance maintained with responsible insurance companiesany other property or assets of the Borrower or any Subsidiary (plus improvements on such property, related contracts, intangibles and other assets that are incidental thereto or arise therefrom, and the proceeds or products thereof); (h) Liens in existence existing on any property or asset prior to the Sixth Amended and Restated acquisition thereof by any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary pursuant to an acquisition or Investment not prohibited hereunder after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.03(e), (ii) such Liens are not created in contemplation of or in connection with such acquisition or Investment or such Person becoming a Subsidiary, as the case may be and listed on Schedule 7.2.3, but without giving effect (iii) such Liens shall not attach to any extensions property or renewals thereof; andassets of the Borrower or any other Subsidiary; (i) any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or statute to purchase, or designate a purchaser of or order the Disposition of, any Property of the Borrower or any Subsidiary upon payment of reasonable compensation therefor or to terminate any franchise, license or other rights or to regulate the property and business of the Borrower or any Subsidiary; (j) easements, rights-of-way, licenses, restrictions (including zoning restrictions), title defects, exceptions, reservations, deficiencies or irregularities in title, encroachments, protrusions, servitudes, rights, eminent domain or condemnation rights, permits, conditions and covenants and other similar charges or encumbrances (including in any rights of way or other property of the Borrower or its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil or other minerals or timber, and other like purposes, or for joint or common use of real estate, rights of way, facilities and equipment) not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (k) Liens set forth on Schedule 6.02, and any extensions, renewals and replacements thereof, so long as there is no increase in the Indebtedness secured thereby (other than amounts incurred to pay costs of renewal and replacement) and no additional property (other than accessions, improvements and replacements in respect of such property) is subject to such Lien; (l) rights of lessors under oil, gas or mineral leases arising in the ordinary course of business; (m) in the event of any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in this Section 6.02 where the principal amount of Indebtedness secured thereby does not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and such extension, renewal or replacement, to the extent not otherwise permitted by this Section 6.02, Liens securing any increase necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal or replacement; provided that such Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property and the proceeds or products thereof); (n) Liens which may attach after the Effective Date to undeveloped real estate not containing Oil and Gas Properties in the ordinary course of the Borrower’s or any of its Subsidiaries’ real estate sales, development and rental activities; (o) ground leases, subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (p) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease, sublease, license or sublicense entered into by the Borrower or any Subsidiary as lessee, sublessee, licensee or sublicensee in the ordinary course of its business and covering only the assets so leased or licensed; (q) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases; (r) Liens on cash and cash equivalents in favor of counterparties to Swap Agreements with any Loan Party or any Subsidiary to secure obligations under such Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (s) Liens (to the extent not securing Indebtedness of a type described in clauses (a) or (b) of the definition thereof) created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered in the ordinary course of business; (t) Liens (i) that are contractual rights of set-off, revocation, refund, or chargeback (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposits or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business which, or (C) relating to purchase orders and other agreements entered in the aggregateordinary course of business, do not materially detract from the value (ii) of a collecting bank arising under Section 4-210 of the property subject thereto UCC on items in the course of collection or interfere with (iii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary conduct course of the business of the property of the Person which is subject theretobusiness; (ji) Liens solely on any c▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow arrangements made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement relating to any acquisition of property permitted hereunder and (ii) Liens consisting of an agreement to Dispose of any property in a transaction permitted by this Agreement; (v) Liens on insurance policies and the proceeds thereof securing the financing of the related insurance premiums permitted under Section 6.03; (w) Liens on the Equity Interests of a joint venture that does not constitute a Subsidiary securing obligations of such joint venture; (x) Liens in favor of customs and revenues authorities arising as a matter of law to secure payment of customs duties in connection with Capitalized Lease Liabilities in the amount importation of goods; (y) Liens arising under statutory provisions of applicable Requirements of Law with respect to production of Hydrocarbons purchased from others (such as Chapter 67 of the Texas Property Code and to the extent permitted by subsection 7.2.2(fLouisiana Revised Statutes Title 9, §4863, et seq., (including Louisiana Revised Statutes Title 9, §4869)); (kz) Liens, titles and interests of licensors of software and other intellectual property licensed by such licensors to the Borrower or any Subsidiary, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Borrower’s or such Subsidiary’s interests therein imposed by such licenses, and Liens and encumbrances encumbering such licensors’ titles and interests in such Property and to which the Borrower’s or such Subsidiary’s license interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record, provided that such Liens do not secure Indebtedness of the Borrower or any Subsidiary and do not encumber Property of the Borrower or any Subsidiary other than the Property that is the subject of such licenses; (aa) Liens on property leased arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any Subsidiary in the ordinary course of business permitted by this Agreement; (bb) Liens arising pursuant to Section 107(l) of CERCLA, or analogous provisions of other interest or title equivalent Environmental Law, unless such Lien (i) by action of the lessor lienholder, or by operation of law, takes priority over any Liens arising under operating leases securing obligations the Loan Documents on the property upon which it is a Lien, and (ii) relates to a liability of the Borrower or such any Subsidiary that could reasonably be expected to the lessor under such leasesexceed $60,000,000; (lcc) Liens on property of cash or cash equivalents and held by a Target which exist at trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the time such Target becomes release thereof, or under any indenture or other debt agreement pursuant to customary Redemption provisions defeasing or otherwise discharging the subject of a Permitted Acquisition Indebtedness thereunder, in each case solely to the extent such the Redemption would be permitted hereunder; (dd) Liens are otherwise permitted pursuant to this Section 7.2.3securing the Obligations; and (mee) additional Liens; provided that at the time of incurrence thereof, the aggregate principal amount of the obligations then outstanding and secured in reliance on this clause (ee) shall not exceed 15% of Consolidated Net Tangible Assets (as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 4.01(g) or Section 5.01). The expansion of obligations secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 6.02. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the assets applicable exception as of NovaMed the date of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2such reclassification.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume assume, suffer or suffer permit to exist any Lien upon of any nature whatsoever on any of its property, revenues or assets, whether ownership interests or Equity Securities, now owned or hereafter acquiredowned, except:other than the following (collectively, the "Permitted Liens"): (a) Liens securing the payment of taxes, assessments or government charges or levies either not yet due or the Obligationsvalidity of which is being contested in good faith by appropriate proceedings, granted pursuant and as to any Loan Documentwhich it shall have set aside on its books adequate reserves; (b) until deposits under workers' compensation, unemployment insurance and social security laws, or to secure the date performance of bids, tenders, contracts (other than for the initial Borrowing; Liens securing payment repayment of Indebtedness of the type permitted and described in clause (bborrowed money) of Section 7.2.2; (c) purchase money security interestsor leases, in addition toor to secure statutory obligations or surety or appeal bonds, and not in limitation ofor to secure indemnity, the Capitalized Lease Liabilities described in clause (j) hereofperformance or other similar bonds, on any property acquired or held by any Subsidiary all arising in the ordinary course of business, securing Indebtedness incurred or assumed for ; (c) Liens existing on the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, date hereof and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)described on Schedule 7.02 attached hereto; (d) Liens for taxesagainst the Borrowers imposed by law, assessments such as vendors', carriers', lessors', warehouser's or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested mechanics' liens, incurred in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe ordinary course of business; (e) Liens arising out of carriersa prejudgment attachment or a judgment or award against each Borrower with respect to which it shall currently be prosecuting an appeal, warehousemena stay of execution pending such appeal having been secured, mechanicsexcept any such Lien arising in connection with a judgment, materialmen and landlords incurred in the ordinary course attachment or proceeding which gives rise to an Event of business for sums not overdue Default under paragraph (k) or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books(1) of Article VIII; (f) Liens (other than any Lien imposed by ERISA) incurred in favor of Collateral Agent and Lenders securing the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or Obligations pursuant to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsSecurity Documents; (g) judgment Liens against Borrowers arising under or securing Capital Leases and purchase money Liens securing Indebtedness described in existence less and permitted by Section 7.01(f), provided, however, that (i) such Liens on assets of Borrowers shall be no greater than 30 days after $5,000,000 for each individual asset and no greater than $10,000,000 in the entry thereof aggregate, and (ii) such Liens shall be confined to the assets which are acquired by Borrowers pursuant to such Capital Leases or with respect to which execution has been stayed or the payment of which is bonded or covered assets acquired in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;such permitted purchase money financing; and (h) Liens zoning ordinances, restrictions, easements and minor irregularities in existence on title which do not and will not interfere with the Sixth Amended occupation, use and Restated Effective Date enjoyment by either Borrower of the properties and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred assets subject thereto in the ordinary normal course of its business which, in the aggregate, do not as presently conducted or materially detract from impair the value of such properties and assets for the property subject thereto or interfere with the ordinary conduct purpose of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2business.

Liens. The Borrower will notNot, and will not suffer or permit any of its Subsidiaries Loan Party or any other Subsidiary to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens securing payment of arising under the Obligations, granted pursuant to any Loan DocumentDocuments; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments Taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty penalty, or being diligently contested in good faith by appropriate proceedings and for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed, provided that such Lien shall have been set aside no effect on its booksthe priority of the Liens in favor of the Agent; (ei) Liens of carriers, warehousemen, mechanics, customs and revenue authorities, customs brokers, landlords and materialmen and landlords other similar Liens imposed by law, which are not at the time delinquent or thereafter payable without penalty, or which are being diligently contested in good faith by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and (ii) Liens consisting of pledges or deposits incurred in connection with worker’s compensation, unemployment compensation and other types of social security (which, for the ordinary course avoidance of business doubt, would not include Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksGAAP; (d) Liens existing as of the Closing Date and described in Schedule 7.2 of the Disclosure Letter; (e) Liens securing Debt permitted by Section 7.1(b); provided, however, that any such Lien (i) attaches only to the property being leased or financed and any accessions thereto and proceeds thereof and (ii) attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so acquired and any accessions thereto and proceeds thereof; (f) attachments, appeal bonds, judgments and other similar Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms judgments the existence of governmental insurance or benefits, or to secure performance which do not constitute an Event of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsDefault; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-encroachments, rights of way, restrictions leases, subleases, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property Borrower or any Subsidiary; (h) any interest or title of a lessor or sublessor under any lease (other than a Capital Lease) or of a licensor or sublicensor under any license, in each case permitted by this Agreement; (i) leases, licenses, subleases or sublicenses granted to third parties in the ordinary course of business which do not interfere in any material respect with, or materially detract from the value of, the business of the Person which is subject theretoBorrower and its Subsidiaries, taken as a whole, and if such leases, licenses, subleases or sublicenses do not prohibit granting the Agent a Lien therein; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent arising from precautionary UCC financing statements filed under any lease (other than a Capital Lease) permitted by subsection 7.2.2(f)this Agreement; (k) bankers’ liens, rights of setoff and Liens on property leased by in favor of financial institutions incurred in the Borrower ordinary course of business arising in connection with deposit accounts or any Subsidiary or other interest or title securities accounts held at such institutions solely to secure payment of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesfees and similar costs and expenses; (l) Liens on the replacement, extension or renewal of any Lien permitted by clause (d) above upon or in the same property subject thereto arising out of a Target which exist at the time such Target becomes Refinancing of the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andDebt secured thereby; (m) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the assets account of NovaMed such Person to facilitate the purchase, shipment or storage of New Albany such inventory or other goods; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (o) Liens on insurance policies and the proceeds thereof securing the Indebtedness permitted financing of the premiums with respect thereto: (p) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; provided that all such deposits of cash pursuant to this clause q (p) shall not exceed $100,000 at any time; (q) Liens disclosed as an exception to a Title Insurance Policy with respect to the Real Property insured by such policy; and (r) other Liens of Section 7.2.2the Loan Parties securing Debt or other obligations in an aggregate amount not to exceed $100,000.

Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:except (without duplication): (a) Liens securing payment encumbering the assets of the Obligations, Borrower or any of its Subsidiaries which were granted and in effect prior to the Effective Date to secure Indebtedness permitted pursuant to any Loan DocumentSection 7.02(l) as listed in Item 7.03(a) ("Existing Liens") of the Disclosure Schedule; (b) until the date Liens (excluding, however, precautionary filings and Liens in respect of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described Liabilities) in clause (j) hereof, on any respect of property acquired or constructed or improved by any Subsidiary for the account of such Subsidiary or in connection with CON's held by any Subsidiary in the ordinary course of businessSubsidiary, securing to secure Indebtedness for Borrowed Money assumed or incurred or assumed for the purpose of financing to finance all or any part of the purchase price or cost of acquiring construction or improvement of such property; provided that (i) , but any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to shall cover only the property so acquired in or constructed and any improvements thereto (and any real property on which such transactionproperty is located, and (iii) the principal amount of the Indebtedness which if such property is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(fa building, improvement or fixture); (dc) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ed) Liens of carriers, warehousemen, mechanics, materialmen and materialmen, repairmen, landlords or other Liens of a like nature incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fe) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefitssocial security legislation (other than any Lien imposed by ERISA), or to secure performance of bids, tenders, trade contracts (other than for Indebtedness), statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds or performance bonds; (gf) judgment Liens not constituting an Event of Default under Section 8.01(h) (g) easements, restrictions and other minor defects of title affecting real property which are not, in existence less than 30 days after the entry thereof aggregate, material and which do not, individually or with respect to which execution has been stayed or in the payment of which is bonded or covered in full (subject to aggregate, have a customary deductible) by insurance maintained with responsible insurance companiesMaterial Adverse Effect; (h) extensions, renewals or replacements of any Liens in existence on the Sixth Amended permitted under clauses (a) and Restated Effective Date and listed on Schedule 7.2.3(b), but without giving effect only if the principal amount of the Indebtedness secured by such Lien immediately prior to any extensions such extension, renewal or renewals thereof; andreplacement is not increased, and the Lien is not extended to other property; (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value Liens securing Indebtedness of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretotype permitted by Section 7.02(m); (j) Liens in connection with respect of Capitalized Lease Liabilities of Subsidiaries acquired after the Effective Date existing at the time of the Acquisition and not created in anticipation of the amount and to the extent permitted by subsection 7.2.2(f)Acquisition; (k) Liens on property leased by leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary or other Subsidiary, and any interest or title of the a lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesany lease permitted by this Agreement; (l) purchase money Liens on property securing payables arising from the purchase by any Subsidiary of a Target which exist at any equipment or goods in the time ordinary course of business, provided that such Target becomes the subject payables do not constitute Indebtedness for Borrowed Money; (m) rights of a Permitted Acquisition set off incidental to Indebtedness permitted hereunder; (n) Liens securing Indebtedness permitted under Section 7.02(h) attaching only to the extent property so acquired and not created in anticipation of such Liens are otherwise permitted pursuant to this Section 7.2.3acquisition; and (mo) other Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2otherwise not prohibited under this Agreement in an aggregate amount not to exceed $25,000,000.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except:other than the following (collectively, “Permitted Liens”): (ai) Liens securing payment in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the Obligationsproperty that secured the Lien so extended, granted pursuant to renewed or replaced (plus any Loan Documentimprovements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (bii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2; (c) purchase money security interestslandlords, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books(if so required); (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fiii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (hiv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence on the Sixth Amended good faith by appropriate proceedings and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and for which adequate reserves have been established in accordance with GAAP (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(fif so required); (kv) Liens on property leased by the Borrower any attachment or any Subsidiary or other interest or title judgment Lien not constituting an Event of the lessor Default under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesSection 8.1(h); (lvi) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the purchase money Indebtedness permitted by clause q of under Section 7.2.2.7.2(iv), provided that

Liens. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; [INTENTIONALLY OMITTED]; (c) Liens securing to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2; (cd) purchase money security interests, in addition to, Liens granted by WWI or any of its Subsidiaries (other than the ▇▇▇ ▇▇▇▇▇▇▇▇) to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in (x) clause (jd)(i) hereofof Section 7.2.2; provided, on any property acquired or held by any Subsidiary that the obligations secured thereby do not exceed in the ordinary course aggregate $5,000,000 at any time outstanding and (y) clause (d)(ii) of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertySection 7.2.2 owed by Subsidiaries which are not Guarantors to non-Affiliates; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to obligations secured thereby do not exceed $7,500,000 in the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not aggregate at any one time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)outstanding; (de) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred by WWI or any of its Subsidiaries (other than the ▇▇▇ ▇▇▇▇▇▇▇▇) in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (eg) Liens incurred by WWI or any of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens Subsidiaries (other than any Lien imposed by ERISAthe ▇▇▇ ▇▇▇▇▇▇▇▇) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (gh) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or (subject to a customary deductible) by insurance maintained with responsible insurance companies; (hi) Liens in existence on the Sixth Amended with respect to recorded minor imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value of or materially impair the property subject thereto use by WWI or interfere with any such Subsidiary in the ordinary conduct course of the their business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities leases or subleases granted by WWI or any of its Subsidiaries (other than the ▇▇▇ ▇▇▇▇▇▇▇▇) to any other Person in the amount and to the extent permitted by subsection 7.2.2(f);ordinary course of business; and (k) Liens on property leased by in the Borrower or any Subsidiary or other interest or title nature of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) trustees' Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted granted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the any indenture governing any Indebtedness permitted by clause q of Section 7.2.2, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries the Subsidiary Guarantors to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, except:or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”): (ai) Liens securing payment in favor of the Obligations, granted pursuant to any Loan DocumentLender created by or otherwise existing under or in connection with this Agreement and the other Credit Documents; (bii) until Liens in existence on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on Schedule 7.3; (ciii) purchase money security interestsLiens imposed by law, in addition tosuch as Liens of carriers, warehousemen, mechanics, materialmen and not in limitation oflandlords, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than 30 days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books(if so required); (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fiv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(m)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (gv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (vi) any attachment, judgment or other Lien not constituting an Event of Default under clause (j), (k) or (l) of Section 8.1; (vii) Liens in existence less than 30 securing the Indebtedness permitted under Section 7.2(ii); provided that (x) any such Lien shall attach to the property or Person being acquired, constructed or improved with such Indebtedness concurrently with or within 90 days after the entry acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of the Subsidiary Guarantors except assets then being financed solely by the same financing source; (viii) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code of banks or other financial institutions where the Borrower or any of the Subsidiary Guarantors maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; (ix) Liens that arise in favor of banks under Article 4 of the Uniform Commercial Code on items in collection and the documents relating thereto and proceeds thereof; (x) Liens arising from the filing (for notice purposes only) of UCC-1 financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) in respect of true leases otherwise permitted hereunder; (xi) with respect to which execution has been stayed any Realty occupied by the Borrower or any of the Subsidiary Guarantors, (a) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the payment value thereof, and (b) any other Lien or exception to coverage described in mortgagee policies of which is bonded or covered title insurance issued in full (subject to a customary deductible) favor of and accepted by insurance maintained with responsible insurance companiesthe Lender; (hxii) Liens in existence on any leases, subleases, licenses or sublicenses granted by the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect Borrower or any of the Subsidiary Guarantors to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred third parties in the ordinary course of business whichand not interfering in any material respect with the business of the Borrower and the Subsidiary Guarantors, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Credit Party in the aggregate, do ordinary course of business not materially detract from the value of the property subject thereto or interfere interfering with the ordinary conduct of the business of the property of the Person which is subject theretoCredit Parties taken as a whole; (jxiv) Liens in connection real estate security deposits with Capitalized Lease Liabilities respect to leaseholds in the amount and to the extent permitted by subsection 7.2.2(f)ordinary course of business; (kxv) Liens on property leased interests of any collection agency in accounts receivable assigned to it by any Credit Party in the Borrower or any Subsidiary or other interest or title ordinary course of business for the lessor under operating leases securing obligations purpose of facilitating the Borrower or collection of such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3accounts receivable; and (mxvi) Liens on not otherwise permitted under this Section 7.3, provided that the assets of NovaMed of New Albany securing obligations secured by such other Liens will not exceed $50,000 in the Indebtedness permitted by clause q of Section 7.2.2aggregate at any time outstanding.

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its propertyProperty or assets (real or personal, revenues tangible or assetsintangible), whether now owned or hereafter acquired; provided that the provisions of this Section 8.1 shall not prevent the creation, except:incurrence, assumption or existence of the following Liens (the “Permitted Liens”): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) inchoate Liens for taxes, assessments or other governmental charges or levies not at the time delinquent yet due or thereafter payable without penalty Liens for taxes, assessments or governmental charges or levies being diligently contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksand to the extent required by Applicable GAAP; (eb) Liens in respect of carriersany assets imposed by law, warehousemen, mechanics, materialmen and landlords which were incurred in the ordinary course of business and do not secure Indebtedness for sums not overdue or being diligently contested borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe ordinary course of business; (fc) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of such Person; (i) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits , and (ii) Liens over property securing the performance of bids, tenders or leases (including Capitalized Lease Obligations) subject to a purchase money security interest or similar agreement and statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practices (exclusive of obligations in respect of the payment for borrowed money); provided that the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $20,000,000; (e) Liens (other than any Lien imposed by ERISAi) incurred in the ordinary course of business in connection with workmen’s compensationthe purchase or shipping of goods or assets of such Person (or the related assets and proceeds thereof), unemployment insurance which Liens are in favor of the seller or other forms shipper of governmental insurance such goods or benefitsassets and only attach to such goods or assets, or and (ii) in favor of customs and revenue authorities arising as a matter of law to secure performance payment of tenderscustoms duties in connection with the importation of goods by the Borrower; (f) (i) solely on or prior to the date occurring on twenty (20) Business Days after the Disbursement Date, statutory obligations, leases any Liens in respect of the Existing Credit Agreement and contracts (ii) any other than for borrowed money) entered into Liens in existence on the ordinary course of business or to secure obligations date hereof and set forth on surety or appeal bondsSchedule 6.11(b); (g) judgment Liens in existence less than 30 days after on any property or asset existing thereon at the entry thereof time of acquisition of such property or with respect to which execution has been stayed asset, including any Lien on any property or the payment of assets acquired from a Person which is bonded merged with or covered into the Borrower or any of its Subsidiaries, or any Lien on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Subsidiary, and not created in full (subject to a customary deductible) by insurance maintained connection with responsible insurance companiessuch acquisition; (h) Liens securing an extension, renewal or refunding of Indebtedness secured by any Lien referred to in existence on clause (g) above; provided that such new Liens are limited to the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3property which was subject to the prior Lien immediately before such extension, but without giving effect to any extensions renewal or renewals thereofrefunding; andprovided further that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased; (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course any interest or title of business which, in the aggregate, do not materially detract from the value a lessor or sublessor under any lease of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoreal estate permitted hereunder; (j) Liens any zoning or similar law or right reserved to or vested in connection with Capitalized Lease Liabilities in any governmental office or agency to control or regulate the amount and to the extent permitted by subsection 7.2.2(f)use of any real property; (k) judgment Liens on property leased that do not give rise to an Event of Default and are being contested in good faith and by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary proper proceedings and as to the lessor under such leaseswhich reasonably appropriate reserves are being maintained; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3[Reserved]; and (m) Liens other Liens; provided that the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $30,000,000; provided further that such amount will be increased to (i) $45,000,000 if 50% of the principal amount of the Loans outstanding on the assets Disbursement Date have been repaid and (ii) $60,000,000 if 75% of NovaMed the principal amount of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Loans outstanding on the Disbursement Date have been repaid.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries (including any Excluded Subsidiary) to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its propertyBorrower’s, revenues any Subsidiaries’ or any Excluded Subsidiaries’ property or assets, whether now owned or hereafter acquired, except:or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”): (ai) Liens securing payment of created under the Obligations, granted pursuant to any Loan DocumentSecurity Documents; (bii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition tolandlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books(if so required); (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fiii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 12.1(j)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (hiv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence on the Sixth Amended good faith by appropriate proceedings and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and for which adequate reserves have been established in accordance with GAAP (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(fif so required); (kv) Liens on securing the Indebtedness permitted under clauses (v) and (vi)(C) and (vi)(B) of Section 11.2, provided that with respect to any such purchase money Indebtedness, any such Lien (a) shall attach to such property leased concurrently with or within ten (10) days after the acquisition thereof by the Borrower or such Subsidiary, (b) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to the Borrower or such Subsidiary and (c) shall not encumber any other property of the Borrower or any of its Subsidiaries; (vi) any attachment or judgment Lien not constituting an Event of Default under Section 12.1(h) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (vii) Liens arising from the filing, for notice purposes only, of financing statements in respect of true leases; (viii) with respect to any real property owned by the Borrower or any Subsidiary or other interest or of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the use of such property for its intended purposes and those exceptions disclosed on the lessor under operating leases securing obligations of Title Policy delivered by the Borrower or such Subsidiary to and accepted by the lessor Administrative Agent under such leasesSection 7.1(a)(vi); (lix) Liens securing the Indebtedness permitted under clause (vi)(C) of Section 11.2; (x) Liens set forth on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Schedule 11.3; and (mxi) Liens on in favor of the assets of NovaMed of New Albany Borrower securing the Indebtedness permitted by clause q of Section 7.2.2any Permitted Excluded Subsidiary Loan.

Liens. The Borrower will not, and will not permit any of its MarkWest Inc. Operating Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:except the following ("Permitted Liens"): (a) Liens in existence on the date hereof listed on the Disclosure Schedule, provided, that no such Lien shall be extended to cover any additional property after the date of this Agreement and that the amount of Indebtedness secured thereby is not increased; (b) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until , which Liens may also secure on a pari passu basis, obligations under the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2Canadian Credit Agreement; (c) purchase money security interests, in addition to, and not in limitation of, Liens on property of Canadian Subsidiaries of the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary Borrower securing payment of the "Obligations" as defined in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Canadian Credit Agreement; (d) [Intentionally Blank]; (e) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ef) Liens of carriers, warehousemen, mechanics, materialmen materialmen, landlords and landlords other similar statutory or equitable Liens incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, other than ERISA, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds, in each case as such Liens arise in the ordinary cause of business and in each case provided, that the obligations secured thereby are not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (gh) judgment Liens which do not constitute an Event of Default that are in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (hi) hydrocarbon or natural gas sales contracts liens reserved in customary oil and gas leases for bonus or rental payments, royalties, overriding royalties and joint operating agreements, provided, that such Liens secure claims which either are not delinquent or are being contested in good faith by the Borrower or a Subsidiary by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (j) covenants, restrictions, easements, servitudes, permits, conditions, exceptions, reservations, minor rights, minor encumbrances, minor irregularities in title or conventional rights of reassignment prior to abandonment which do not materially interfere with the occupation, use and enjoyment by the Borrower or any of its Subsidiaries of its respective assets in the ordinary course of business as presently conducted, or materially impair the value thereof for the purpose of such business; (k) Liens reserved in or exercisable under any lease or sublease to which any Borrower or Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with the terms and conditions thereof; (l) Liens in existence on favor of any Person (other than the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3Borrower or any Affiliate of the Borrower) under any pooling, but without giving effect to any extensions unit, development, farmout, participation, overriding royalty, net profits interest, carried interest, reversionary interest, operating agreement or renewals thereof; and similar agreement affecting the property which is the subject of such agreement, provided, that (i) easementssuch agreement is entered into in the ordinary course of business in accordance with standard industry practice, rights-of-way(ii) such Liens have not become subject to enforcement proceeding that have not been dismissed or stayed or (iii) the obligations secured thereby are not overdue, restrictions or if overdue, are being contested by the Borrower or Subsidiary diligently and in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (m) Liens incurred or created in the ordinary course of business and in accordance with customary oil and gas industry practice as security in favor of a Person (other similar encumbrances than the Borrower or any Affiliate of the Borrower) conducting the development or operation of any Oil and Gas Properties or to secure Borrower's or any Subsidiary's proportionate share of costs and expenses of such development or operations, which amounts are not overdue, or if overdue, are being contested by the Borrower or Subsidiary diligently and in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (n) Liens on Oil and Gas or the proceeds of Oil and Gas pursuant to a processing or transmission arrangement, with a Person other than the Borrower or an Affiliate of the Borrower, entered into or assumed by the Borrower or a Subsidiary in the ordinary course of its business, securing the payment of its obligations in respect of the fees, costs and expenses attributable to the processing or transmission (as the case may be) of any such Oil and Gas under any agreement or arrangement; provided, that the obligations secured thereby are not overdue, are being contested by the Borrower or Subsidiary diligently and in good faith by appropriate proceedings; and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (o) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (p) Liens incurred in the ordinary course of business which, in connection with margin requirements under Hedging Agreements of the Borrower and the MarkWest Inc. Operating Subsidiaries not to exceed in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoaggregate $8,500,000 at any time outstanding; (jq) Liens in connection with securing Capitalized Lease Liabilities in the amount and to the extent Obligations provided that such Capitalized Lease Obligations are permitted by subsection 7.2.2(funder Section 7.2.2(d); (kr) Purchase money Liens upon or in any property acquired by Borrower or any of its Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property, provided that (i) no such Lien shall be extended to cover property other than the property being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.2.2(d); and (s) any Lien existing on property leased any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or any Subsidiary a Subsidiary, and not created in contemplation of such acquisition, provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not created in contemplation of or other interest or title in connection with such acquisition, (iii) the Indebtedness thereby secured is permitted by Section 7.2.2(d), and (iv) the fair market value of such asset shall at no time exceed 150% of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2thereby secured.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, exceptexcept the following which collectively are referred to herein as the "Permitted Liens": (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2; (c) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jd) hereof, on any property of Section 7.2.2 and covering only those assets acquired or held by any Subsidiary in with the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness; (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate accruals or reserves are maintained on the books of the Borrower or such Subsidiary, in accordance with GAAP shall have been set aside on its booksGAAP; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence securing leases giving rise to Indebtedness allowed under clauses (f) and (g) of Section 7.2.2, but only on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andProperty under lease; (i) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness and which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property Asset subject thereto or materially interfere with the ordinary conduct of the business of the property Borrower or any of the Person which is subject theretoits Subsidiaries; (j) Liens arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out, used or useful in connection with Capitalized Lease Liabilities or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or handling of any Hydrocarbon Interest of the Borrower or any of its Subsidiaries; provided that such agreements are entered into in the amount ordinary course of business and to contain terms customary for such agreements in the extent permitted by subsection 7.2.2(f);industry and provided further that no Liens described in this paragraph (k) shall be granted or created in connection with the incurrence of Indebtedness; and (k) Liens on property leased arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary or other interest or title of its Subsidiaries in excess of those set forth by regulations promulgated by the lessor under operating leases securing obligations of F.R.S. Board, and (ii) such deposit account is not intended by the Borrower or such Subsidiary any of its Subsidiaries to provide collateral to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2depository institution.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, except:or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following (collectively, "Permitted Liens"): (ai) Liens securing payment of in existence on the Obligations, granted pursuant to any Loan DocumentSecond Amendment Closing Date and set forth on SCHEDULE 8.3; (bii) until with respect to the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and owed to St. ▇▇▇ Finance Company described in clause (biii) of Section 7.2.2SECTION 8.2, Liens securing such Indebtedness in the form of unrecorded mortgages on real property owned by the Borrower and any Subsidiary Guarantor. (iii) Liens securing the Indebtedness permitted under clause (v) of SECTION 8.2; (civ) purchase money security interestsLiens imposed by law, in addition tosuch as Liens of carriers, warehousemen, mechanics, materialmen and landlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books(if so required); (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under SECTION 9.1(i)) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (gvi) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (vii) any attachment or judgment Lien not constituting an Event of Default under SECTION 9.1(h) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (viii) Liens arising from the filing, for notice purposes only, of financing statements in existence less than 30 days after respect of true leases; (ix) Liens on Borrower Margin Stock, to the entry extent the fair market value thereof or exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock); (x) with respect to which execution has been stayed any real property occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the payment use of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiessuch property for its intended purposes; (hxi) Liens arising in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred connection with timber supply contracts entered into in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;business; and (jxii) other Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist and its Subsidiaries not exceeding $1,000,000 in aggregate amount outstanding at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2any time.

Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary ----- to, create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its property, revenues or assets, whether now owned or hereafter acquiredSubsidiaries, except: (a) Liens securing payment for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of the Obligations, granted pursuant to any Loan Documentaccounting shall have been set aside on its books; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted imposed by law, such as carriers', warehousemen's and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, mechanics' liens and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar liens arising in the ordinary course of business, securing Indebtedness incurred business which secure the payment of obligations not more than 60 days past due or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ec) Liens arising out of carrierspledges or deposits under worker's compensation laws, warehousemenunemployment insurance, mechanicsold age pensions, materialmen or other social security or retirement benefits, or similar legislation; (d) Liens arising out of good faith deposits in connection with or to secure performance of statutory obligations, surety and landlords appeal bonds, government contracts, leases otherwise permitted hereunder, performance and return of money bonds and other similar obligations incurred in the ordinary course of business; (e) Easements, minor defects or irregularities in title, building restrictions and such other encumbrances or charges against real property, all of which as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business for sums not overdue of the Borrower or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe Subsidiaries; (f) Liens existing on the date hereof and described in Schedule 6.17 hereto, ------------- including extensions, renewals and replacements thereof in whole or in part, so long as the principal amount of the Indebtedness secured thereby at the time of such extension, renewal or replacement is limited to all or any part of the Property (other than any including improvements thereon) securing the Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensationso extended, unemployment insurance renewed or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsreplaced; (g) judgment Liens in existence less than 30 days after on the entry thereof Property of a Subsidiary of the Borrower and exclusively securing Indebtedness of such Subsidiary to the Borrower or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesany Guarantor; (h) Liens of purchasers or providers of financing under an Accounts Receivable Financing Program in existence on accordance with Section 6.14 herein; ------------- (i) Liens securing Indebtedness under the Sixth Amended Existing Credit Agreement; provided that such Liens shall equally and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofratably secure the Obligations; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Other Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist aggregate principal Indebtedness at the no time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2exceeding $25,000,000.

Liens. The Borrower Vesta will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, or enter into or suffer to exist any agreement or restriction that prohibits or conditions the creation, incurrence or assumption of, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, exceptor agree to do any of the foregoing, other than the following (collectively, "Permitted Liens"): (i) Liens in favor of the Lender: (aii) Liens securing payment of in existence on the Obligations, granted pursuant to any Loan DocumentEffective Date and set forth on Schedule 7.3 and all renewals and replacements thereof; (biii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition tolandlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksGenerally Accepted Accounting Principles; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fiv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(i)) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness; (gv) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence less than 30 days after the entry thereof or good faith by appropriate proceedings and for which adequate reserves have been established in accordance with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesGenerally Accepted Accounting Principles; (hvi) Liens in existence on the Sixth Amended connection with pledges and Restated Effective Date deposits made pursuant to statutory and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred regulatory requirements of Insurance Regulatory Authorities by an Insurance Subsidiary in the ordinary course of business whichits business, for the purpose of securing regulatory capital or satisfying other financial responsibility requirements; (vii) Liens upon cash, United States government and agency securities and other investments of Vesta and its Subsidiaries, securing obligations incurred in connection with reverse repurchase transactions, Federal Home Loan Bank borrowings and other similar investment management transactions; (viii) Purchase money Liens upon real or personal property used by Vesta or any of its Subsidiaries in the aggregateordinary course of its business, do securing Indebtedness incurred solely to pay all or a portion of the purchase price thereof (including in connection with capital leases, and including mortgages or deeds of trust upon real property and improvements thereon), provided that the aggregate principal amount at any time outstanding of all Indebtedness secured by such Liens does not materially detract from exceed an amount equal to 5% of the value of the property subject thereto or interfere total assets of Vesta and its Subsidiaries at such time, determined on a consolidated basis in accordance with the ordinary conduct Generally Accepted Accounting Principles as of the business date of the financial statements of Vesta and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), and provided further that any such Lien (i) shall attach to such property concurrently with or within ten (10) days after the acquisition thereof by Vesta or such Subsidiary, (ii) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to Vesta or such Subsidiary and (iii) shall not encumber any other property of the Person which is subject theretoVesta or any of its Subsidiaries; (jix) Liens in connection with Capitalized Lease Liabilities in the amount and on Vesta Margin Stock, to the extent permitted by subsection 7.2.2(fthe fair market value thereof exceeds 25% of the fair market value of the assets of Vesta and its Subsidiaries (including Vesta Margin Stock); (kx) Liens on property leased Any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h) that is being contested in good faith by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesappropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles; (lxi) Liens With respect to any real property occupied by Vesta or any of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the use of such property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3for its intended purposes; and (mxii) Liens on in favor of the assets trustee or agent under any agreement or indenture relating to Indebtedness of NovaMed of New Albany securing the Indebtedness Vesta and its Subsidiaries permitted by clause q of Section 7.2.2under this Agreement, covering sums required to be deposited with such trustee or agent thereunder.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted created pursuant to any Loan Documentthe Security Documents securing the Secured Obligations; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on Schedule 7.01(b); (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on Liens of any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens Covenant Entity for taxes, assessments or other governmental charges which are not overdue for a period of more than 30 days or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings; provided that the appropriate reserves required pursuant to GAAP have been made in respect thereof; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of any Covenant Entity arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Liens or (ii) which are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Covenant Entity to the extent required in accordance with GAAP shall have been set aside on its booksGAAP; (e) Liens encumbering property of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course any Covenant Entity consisting of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by ERISA and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Covenant Entity; (f) deposits to secure obligations on surety or the performance and payment of bids, trade contracts, governmental contracts, licenses and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, completion guarantees, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full easements (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easementsincluding reciprocal easement agreements), rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances incurred and minor title defects affecting real property (i) described in the ordinary course of business which, in the aggregate, Mortgage Policies or (ii) which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property Covenant Entities; (h) Liens of any Covenant Entity securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens of any Covenant Entity securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Person which is property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided further that individual financings of equipment permitted to be secured hereunder provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; (j) leases, licenses, subleases or sublicenses and Liens on the property covered thereby (including real property and intellectual property), in connection with Capitalized Lease Liabilities each case, granted to others by any Covenant Entity in the amount and to ordinary course of business which do not (i) interfere in any material respect with the extent permitted by subsection 7.2.2(f)business of any Covenant Entity taken as a whole, or (ii) secure any Indebtedness; (k) Liens of any Covenant Entity (i) of a collection bank (including those arising under Section 4-210 of the UCC) on property leased by the Borrower items in the course of collection or any Subsidiary (ii) in favor of a banking or other interest financial institution arising as a matter of law encumbering deposits or title other funds maintained with a financial institution (including the right of set off) and which are within the lessor under operating leases securing obligations of general parameters customary in the Borrower or such Subsidiary to the lessor under such leasesbanking industry; (l) Liens on of any Covenant Entity (i) [Reserved] or (ii) consisting of an agreement to Dispose of any property of in a Target which exist at the time Disposition permitted (or that is required to be permitted as a condition to closing such Target becomes the subject of a Permitted Acquisition Disposition) under Section 7.05 (other than Section 7.05(e)), in each case, solely to the extent such Liens are otherwise Disposition would have been permitted pursuant to this Section 7.2.3; andon the date of the creation of such Lien; (m) Liens in favor of any Covenant Entity securing Indebtedness permitted under Section 7.02(e) (provided that, solely with respect to Indebtedness required to be Subordinated Debt under Section 7.02(e), such Lien shall be expressly subordinated to the Liens on the assets of NovaMed of New Albany Collateral securing the Obligations to the same extent); (n) [Reserved]; (o) any interest or title of a lessor or sublessor under leases or subleases entered into by any Covenant Entity in the ordinary course of its business; (p) Liens arising out of conditional sale, title retention, hire, purchase, consignment or similar arrangements for sale of goods permitted hereunder entered into by any Covenant Entity in the ordinary course of its business; (q) Liens of any Covenant Entity that are contractual rights of set off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Covenant Entity to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Person or (iii) relating to purchase orders and other agreements of any Covenant Entity entered into with customers of such Person in the ordinary course of its business; (r) Liens of any Covenant Entity arising from precautionary UCC financing statement filings that do not secure Indebtedness; (s) Liens of any Covenant Entity on insurance policies and the proceeds thereof securing any financing of the premiums with respect thereto permitted under the terms of this Agreement; (t) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of business of the Covenant Entities, taken as a whole; (u) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (x) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof, (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.02 and is not increased, (iii) such Liens are not extended to secure any other obligations or Indebtedness and (iv) in the case of clause (x) of this Section 7.01, such Lien shall continue to be subject to the applicable Intercreditor Agreement; (v) [Reserved]; (w) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Covenant Entity in connection with any letter of intent or purchase agreement permitted hereunder; (x) Liens of any Covenant Entity securing Indebtedness permitted to be incurred under Section 7.02(q) or (t), provided that such Liens on the Collateral may either be pari passu with the Lien securing the Obligations or ranking junior to the Lien securing the Obligations (but, to the extent such Indebtedness is incurred by clause q a Covenant Entity that is a Loan Party, it may not be secured by any assets that are not Collateral) and in any such case, the beneficiary thereof (or agent on their behalf) shall become party to an Intercreditor Agreement with the Collateral Agent; (y) other Liens of Section 7.2.2any Covenant Entity securing Indebtedness (other than for borrowed money) or other obligations of any Covenant Entity in an aggregate outstanding principal amount for all such Covenant Entities not to exceed $5,000,000; (z) Liens on equipment of any Covenant Entity and located on the premises of any client or supplier in the ordinary course of business; and (aa) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement, in each case only to the extent such encumbrances or restrictions do not secure Indebtedness.

Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand with respect to which no execution or other enforcement has occurred; (eb) Liens arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and landlords other similar Liens imposed by law and (ii) Liens incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed money, licenses, statutory obligations and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside and with respect to which no execution or other enforcement of which is effectively stayed; (c) Liens securing an Approved AR Loan Facility; (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens on its booksany property securing debt incurred for the purpose of financing all or any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within ninety (90) days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved, and (iii) the replacement, extension or renewal of a Lien permitted by one of the foregoing clauses (i) or (ii) in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof); (e) Liens relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment or award that is not an Event of Default hereunder; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of Borrower or any other Loan Party; (g) Liens arising under the property Loan Documents; (h) any interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease agreement entered into in the normal course of business, only to the extent limited to the item licensed or leased; (i) (i) Liens of a collection bank arising under Section 4-210 of the Person Uniform Commercial Code on items in the course of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which is subject theretoare contained in standard agreements for the opening of an account with a bank; (j) Liens arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation of any applicable jurisdiction in connection with Capitalized Lease Liabilities respect of operating leases permitted hereunder and entered into by a Loan Party in the amount and to the extent permitted by subsection 7.2.2(f)ordinary course of business; (k) Liens on property leased by the Borrower attaching to c▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or any Subsidiary purchase agreement permitted hereunder or indemnification other interest post-closing escrows or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesholdbacks; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition incurred with respect to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andHedging Obligations incurred for bona fide hedging purposes and not for speculation; (m) Liens on to secure obligations of a Loan Party to another Loan Party; and (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the assets sale of NovaMed goods in the ordinary course of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2business.

Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed; (eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, mechanics and materialmen and landlords other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been and the execution or other enforcement of which is effectively stayed; (c) Liens described on Schedule 11.2 as of the Closing Date; (d) subject to the limitation set aside forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on its booksproperty at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $100,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; 3193012v9/28370-0031 (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject theretoany Loan Party; (jg) Liens in connection with Capitalized Lease Liabilities in arising under this Agreement and the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Loan Documents; and (mh) Liens on the assets replacement, extension or renewal of NovaMed of New Albany securing the Indebtedness any Lien permitted by clause q (c) above upon or in the same property subject thereto arising out of Section 7.2.2the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof).

Liens. The Borrower will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition tolisted on Schedule 7.01, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired renewals or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyextensions thereof; provided that (i) any such Lien attaches to such the property concurrently with or within 20 days after the acquisition thereofcovered thereby is not changed, (ii) such Lien attaches solely to the property so acquired in such transactionamount secured or benefited thereby is not increased, and (iii) the principal amount direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the Indebtedness obligations secured or benefited thereby is permitted by Section 7.03(d); (c) Liens for taxes, assessments, or governmental charges or levies not yet due or which is outstanding are being contested in good faith and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the amount books of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)the applicable Person in accordance with GAAP; (d) Liens for taxescarriers’, assessments warehousemen’s, mechanics’, materialmen’s, repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums which are not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP; (fe) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ▇▇▇▇▇; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature incurred in the ordinary course of business or to secure business, including deposits securing reimbursement obligations on surety or appeal bondsunder letters of credit that do not constitute Indebtedness; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;applicable Person; 100 #94834708v14 CHAR1\1986310v1 (jh) Liens in connection with Capitalized Lease Liabilities in securing judgments for the amount and to the extent permitted by subsection 7.2.2(f); (kpayment of money not constituting an Event of Default under Section 8.01(h) Liens on property leased by the Borrower or any Subsidiary securing appeal or other interest or title of the lessor under operating leases securing obligations of the Borrower or surety bonds related to such Subsidiary to the lessor under such leasesjudgments; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted L▇▇▇▇ created pursuant to any Loan Documentthe Security Documents securing the Secured Obligations; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on Schedule 7.01(b); (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on Liens of any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens Covenant Entity for taxes, assessments or other governmental charges which are not overdue for a period of more than 30 days or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings; provided that the appropriate reserves required pursuant to GAAP have been made in respect thereof; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of any Covenant Entity arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Liens or (ii) which are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Covenant Entity to the extent required in accordance with GAAP shall have been set aside on its booksGAAP; (e) Liens encumbering property of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course any Covenant Entity consisting of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by E▇▇▇▇ and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Covenant Entity; (f) deposits to secure obligations on surety or the performance and payment of bids, trade contracts, governmental contracts, licenses and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, completion guarantees, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full easements (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easementsincluding reciprocal easement agreements), rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances incurred and minor title defects affecting real property (i) described in the ordinary course of business which, in the aggregate, Mortgage Policies or (ii) which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property Covenant Entities; (h) Liens of any Covenant Entity securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens of any Covenant Entity securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Person which is property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided, further, that individual financings of equipment permitted to be secured hereunder provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; (j) Liens in connection with Capitalized Lease Liabilities in the amount leases, licenses, subleases or sublicenses and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets property covered thereby (including real property and intellectual property), in each case, granted to others by any Covenant Entity in the ordinary course of NovaMed business which do not (i) interfere in any material respect with the business of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.any Covenant Entity taken as a whole, or (ii) secure any Indebtedness;

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the ObligationsObligations or any Hedging Obligations owed to any Lenders or any Affiliate of any Lender, granted pursuant to any Loan Document; (b) until Until the date of the initial Borrowing; Amendment Effective Date, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.27.2.2 or which are listed on Item 7.2.2(b) of the Disclosure Schedule; (c) purchase money security interests, in addition to, Liens granted prior to the Amendment Effective Date to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jc) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Section 7.2.2; (d) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (e) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness; (e) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (gh) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easementsany interest or title of a lessor secured by a lessor's interest under any lease permitted by this Agreement, rights-of-way, restrictions and other similar encumbrances incurred or any leases or subleases granted to others not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries to which the property of the Person which is subject theretoto such lease or sublease relates; (j) Liens securing Indebtedness of the type referred to in clause (g) (up to an aggregate amount of $10,000,000) of Section 7.2.2; provided, however, that (i) any such Liens attach only to the property of any Subsidiary acquired, or the property acquired, in connection with Capitalized Lease Liabilities such Indebtedness and shall not attach to any assets of the Borrower or any of the Restricted Subsidiaries theretofore existing or which arise after the date thereof and (ii) such Indebtedness secured by any such Lien shall not exceed 100% of the fair market value of the assets being acquired in the amount and to the extent permitted by subsection 7.2.2(f);connection with such Indebtedness; and (k) Liens on property leased by the Borrower or any Subsidiary or granted to secure payment of other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of under Section 7.2.27.2.2 in an aggregate amount at any time outstanding not to exceed $5,000,000.

Liens. The Borrower will not, and will not permit None of the Borrowers or any of its FIL’s Subsidiaries to, shall create, incur, assume or suffer permit to exist any Lien upon on or with respect to any of its property, revenues their assets or assetsproperty of any character, whether now owned or hereafter acquired, except:except for the following Liens (“Permitted Liens”): (a) Liens securing payment that secure only Indebtedness which constitutes Permitted Indebtedness under subsections (c) (but only to the extent such Liens are on the assets so financed, the proceeds thereof and any improvements thereon), (d), (e), (f) or (h) of Section 7.01 and Liens that secure Rate Contracts that do not constitute Indebtedness, provided that the Obligations, granted pursuant to any Loan Documentaggregate principal amount of Indebtedness that constitutes Permitted Indebtedness under Section 7.01(h) and secured Rate Contracts that do not constitute Indebtedness shall not exceed the amount set forth in Section 7.01(h); (b) until the date Liens in favor of any of the initial Borrowing; Liens securing payment of Indebtedness Borrowers, any Eligible Material Subsidiary or any Guarantor on all or part of the type permitted and described in clause (b) assets of Section 7.2.2Subsidiaries of any Borrower, any Eligible Material Subsidiary or any Guarantor securing Indebtedness owing by Subsidiaries of any of the Borrowers, Eligible Material Subsidiary or any Guarantor, as the case may be, to any of the Borrowers or to such other Eligible Material Subsidiary or Guarantor; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches Liens to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for secure taxes, assessments and other government charges in respect of obligations not overdue or other governmental charges Liens on properties to secure claims for labor, services, materials or levies supplies in respect of obligations not at the time delinquent overdue for a period of more than 60 days (taking into account applicable grace periods) or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for with respect to which adequate reserves are being maintained in accordance with GAAP shall have been set aside on its booksso long as such Liens are not being foreclosed; (d) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations and good faith deposits in connection with tenders, contracts or leases to which any Borrower or any of FIL’s Subsidiaries is a party or deposits or pledges to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds or other similar obligations; (e) Liens of carriers, landlords, warehousemen, mechanicsmechanics and materialmen, materialmen and landlords incurred other like Liens on properties which would not have a Material Adverse Effect and are in the ordinary course respect of business for sums obligations not overdue for a period of more than 60 days (taking into account applicable grace periods), or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for with respect to which adequate reserves are being maintained in accordance with GAAP shall have been set aside on its booksso long as such Liens are not being foreclosed; (f) Liens (other than any Lien imposed by ERISA) incurred encumbrances on real property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the ordinary course title thereto, landlord’s or lessor’s or lessee’s Liens under leases to which a Borrower or any of business FIL’s Subsidiaries is a party (including Synthetic Lease Obligations), and other minor Liens or encumbrances none of which interferes materially with the use of the property, in connection with workmen’s compensation, unemployment insurance each case which do not individually or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsaggregate have a Material Adverse Effect; (g) judgment Liens in existence less than 30 days after favor of the entry thereof or with respect to which execution has been stayed or Administrative Agent for the payment benefit of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesthe Lenders and the Administrative Agent under the Loan Documents; (h) Liens in existence on favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andimportation of goods in the ordinary course of business; (i) easements(x) Liens arising out of cash management, rights-of-waynetting or set off arrangements made between banks or financial institutions and FIL or any of its Subsidiaries in the ordinary course of business, restrictions or over any asset held with a clearing house, and (y) other Liens arising by operation of law or by agreement in favor of collecting or payor banks and other banks providing cash management services, in each case, having a right of setoff, revocation, refund or chargeback against money or instruments of FIL or any of its Subsidiaries on deposit with or in possession of such bank to secure the payment of bank fees and other amounts owing in the ordinary course of business; (j) Liens securing Indebtedness or other obligations on cash or cash equivalents to the extent such cash or cash equivalents represent proceeds from such Indebtedness or other obligations; (k) rights of third parties in equipment or inventory consigned to or by, or otherwise owned by such third party and which is being stored on property owned or leased by, a Borrower or any of FIL’s Subsidiaries; (l) Liens created pursuant to attachment, garnishee orders or other process in connection with pre-judgment court proceedings; (m) precautionary Liens over Receivables Assets in connection with any securitization, factoring or similar encumbrances incurred sale transaction permitted under Section 7.03; (n) the interest of a licensor under any license of intellectual property in the ordinary course of business; (o) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar purchase agreements in respect of the disposition of such assets by the Company or its Subsidiaries; (p) call arrangements, rights of first refusal and similar rights and customary reciprocal easements and other rights of use relating to (i) Investments in joint ventures, partnerships and the like, (ii) investments consisting of Equity Securities issued by suppliers and other venture capital or similar direct investments, (iii) ownership of undivided interests in assets subject to a joint ownership or similar agreement, or (iv) assets acquired in original equipment manufacturer divestiture transactions or other acquisitions and arising in favor of the original seller or transferor of such assets (or their respective Affiliates) pursuant to or in connection with master services, manufacturing services or supply arrangements entered into in connection therewith; (q) Liens on any asset at the time the Company or any of its Subsidiaries acquired such asset and Liens on the assets of a Person existing at the time such Person was acquired by the Company or any of its Subsidiaries, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Subsidiaries; subject to the condition that (i) any such Lien may not extend to any other asset of the Company or any of its Subsidiaries; (ii) any such Lien shall not have been created in contemplation of or in connection with the transaction or series of transactions pursuant to which such asset or Person was acquired by the Company or any of its Subsidiaries; and (iii) any such Lien is released no later than 180 days after the effective date of such acquisition; (r) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (s) purchase money Liens upon or in any real property or equipment acquired or held by the Company or any of its Subsidiaries in the ordinary course of business whichto secure the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, in the aggregateor extensions, do not materially detract from the value renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (and any accessions or additions thereto, and proceeds thereof), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower Lien being extended, renewed or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3replaced; and (mt) Liens on not otherwise permitted under this Section 7.02, provided that the aggregate fair market value of all assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2subject to such Liens does not at any time exceed $150,000,000.

Liens. The Borrower KIL will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, Obligations granted pursuant to any Loan DocumentDocument and Permitted Encumbrances; (b) until the date of the initial Borrowing; Liens securing to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2; (c) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause clauses (jd) hereof, on any property or (f) of Section 7.2.2 and covering only those assets acquired or held by any Subsidiary in with the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness; (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords landlords, and other similar Liens imposed by law, incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect granted by KIL or any of its Subsidiaries granted to any extensions holder of Indebtedness of KIL or renewals thereofsuch Subsidiary other than Subordinated Noteholders (or trustees or representatives of Subordinated Noteholders) to secure Indebtedness other than Subordinated Debt, consisting of a security interest in cash, Cash Equivalent Investments and/or marketable securities to secure obligations of KIL or such Subsidiaries which are incurred pursuant to clause (k) of Section 7.2.2; andprovided that, the Secured Parties hereby agree that the Lien in such cash, Cash Equivalent Investments and/or marketable securities created by the Loan Documents shall be automatically subordinated to any Lien permitted under this clause in respect of the Indebtedness incurred under clause (k) of Section 7.2.2; (i) easements, rights-of-way, restrictions and other Liens on deposits or similar encumbrances incurred payments made in connection with Investments permitted by Section 7.2.5 or the ordinary course acquisition of business which, in assets permitted by the aggregate, do terms of this Agreement; provided that the maximum aggregate amount of such deposits or similar payments shall not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;exceed $20,000,000; and (j) Liens incurred in connection with Capitalized Lease Liabilities the extension, renewal or refinancing of Indebtedness secured by the Liens described in clauses (b) or (c) above; provided that any extension, renewal or replacement Lien shall (i) be limited to the property covered by the existing Lien and (ii) secure Indebtedness which is no greater in amount and have material terms no less favorable to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased Lenders than the Indebtedness secured by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2existing Lien.

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted First Amendment Effective Date and described in clause (b) of Section 7.2.2listed on Schedule 7.01; (c) purchase money security interests, Liens for Taxes not yet due and payable or which are being contested in addition to, good faith and not in limitation of, by appropriate proceedings diligently conducted by the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Borrower; (d) Liens for taxes, assessments on any property or other governmental charges assets of any Subsidiary to secure indebtedness owing by it to the Borrower or levies not at to another Subsidiary of the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksBorrower; (e) Liens of carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred materialmen’s, repairmen’s, laborer’s, landlord’s or other like Liens arising in the ordinary course of business for sums which are not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance reserves, if any are so required by GAAP, with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person; (f) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA; (g) deposits to secure the performance of tendersbids, trade contracts and leases (other than for money borrowed), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature incurred in the ordinary course of business or (including deposits to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect letters of credit issued to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiessecure any such obligation); (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property applicable Person; (i) Liens securing judgments for the payment of the Person which is subject theretomoney not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (j) Liens in connection with Capitalized Lease Liabilities any interest or title of a lessor under any operating lease entered into by the Borrower or any of its Subsidiaries in the amount ordinary course of its business and to covering only the extent permitted by subsection 7.2.2(f)assets so leased; (k) licenses, operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and (ii) Liens, if any, arising in respect of any factoring, assignments or sales of accounts receivable or similar arrangements; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under 4-208 of the Uniform Commercial Code and Liens in favor of banking institutions arising by operation of law encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and that are within the general parameters customary in the banking industry; (n) Liens on property leased of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (o) Liens encumbering the Borrower’s or any of its Subsidiary’s equity interests or other investments in any joint venture (i) securing obligations (other than Indebtedness) of the Borrower or such Subsidiary under the joint venture agreement for such joint venture or (ii) in the nature of customary voting, equity transfer, redemptive rights or similar terms (other than Liens securing Indebtedness) under any such agreement; (p) Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or other interest purchase agreement for any Acquisition or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesInvestment permitted hereunder; (lq) (i) deposits made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance to the Borrower and its Subsidiaries and (ii) Liens on property insurance policies and the proceeds thereof securing the financing of a Target the premiums with respect thereto; (r) Liens on assets of any Subsidiary which exist are in existence at the time that such Target becomes Subsidiary is acquired after the subject Closing Date pursuant to a transaction permitted hereunder; provided that such Liens (A) are not incurred or created in anticipation of a Permitted Acquisition such transaction, (B) attach only to the extent acquired assets or the assets of such acquired Subsidiary and the proceeds and products of such assets (and the proceeds and products thereof) and (C) are extinguished within thirty (30) days after the date such Subsidiary is acquired unless such Liens are otherwise permitted pursuant to under this Section 7.2.37.01; (s) the replacement, extension or renewal of any Lien permitted by clause (b) or (n) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; and (mt) other Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of under Section 7.2.27.03.

Liens. The Borrower will notNot, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether asset now owned or hereafter acquiredacquired by it, except:except for the following (collectively called "Permitted Liens"): (a) Liens securing payment of the Obligations, granted pursuant to any Loan Documentin connection with Permitted Transactions; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted for current Taxes not delinquent or for Taxes being contested in good faith and described by appropriate proceedings and with respect to which adequate reserves are being maintained in clause (b) of Section 7.2.2accordance with GAAP; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, Liens shown on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Schedule 9.2; (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (ge) judgment Liens of mechanics, carriers, and materialmen and other like Liens arising in existence less than 30 days after the entry thereof ordinary course of business in respect of obligations which are not delinquent or which are being contested in good faith and by appropriate proceedings and with respect to which execution has been stayed adequate reserves are being maintained in accordance with GAAP; (f) Liens arising in the ordinary course of business for sums being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, or for sums not due, and in either case not involving any deposits or advances for borrowed money or the payment deferred purchase price of which is bonded property or covered in full services; (subject g) Liens on real estate to a customary deductible) the extent real estate Investments are permitted by insurance maintained with responsible insurance companiesSection 9.10(e)(iii); (h) Liens in existence favor of the trustee on sums required to be deposited with the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andtrustee under the Indentures; (i) easementsIf Section 9.1(II) is then in effect, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoLiens on Indebtedness permitted by Section 9.1(II)(o); (j) Liens If Section 9.1(II) is then in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) effect, Liens on property leased by assets of the Borrower or any Subsidiary or other interest or title of its Subsidiaries and which are not otherwise permitted to be incurred pursuant to the foregoing clauses (a) - (i) securing Indebtedness permitted by Section 9.1(II)(p); provided, however, that the aggregate fair market value of the lessor under operating leases securing obligations of the Borrower or property and other assets subject to any such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist Liens, calculated at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3incurred, shall not exceed three and six-tenths percent (3.6%) of Total Shareholders' Equity of the Borrower; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Neither Borrower will not, and will not permit nor any of its Subsidiaries to, Restricted Subsidiary shall at any time create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether property (now owned or hereafter acquired), except:or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except for the following ("Permitted Liens"): (a) Liens securing payment pursuant to the Security Documents in favor of the Administrative Agent (on behalf of the Lenders) to secure the Obligations, granted pursuant to any Loan Document; (b) until Liens existing on the date of hereof securing obligations existing on the initial Borrowing; date hereof, as such Liens securing payment of Indebtedness of the type permitted and described obligations are listed in clause (b) of Section 7.2.2Schedule 6.2 hereto; (c) purchase money security interestsLiens pursuant to the Security Documents securing Qualified Interest Rate Hedging Agreements, in addition toto the extent approved by the Administrative Agent; (d) Liens arising from taxes, assessments, charges or claims, or statutory Liens of landlords and not in limitation ofLiens of carriers, the Capitalized Lease Liabilities described in clause (j) hereofwarehousemen, on any property acquired or held by any Subsidiary mechanics and materialmen incurred in the ordinary course of business, securing Indebtedness incurred in each case, to the extent not yet due or assumed for remaining payable without penalty or to the purpose extent permitted to remain unpaid under the proviso to Section 5.3 (Payment of financing all or any part of the cost of acquiring such property; Taxes and Other Potential Charges and Priority Claims), provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal aggregate amount of the Indebtedness which is outstanding and which is all tax obligations secured by any and all such purchase money security interests ▇▇▇▇▇ described in this Section 6.2(d) shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books750,000; (e) Liens in the form of carriers, warehousemen, mechanics, materialmen cash deposits securing workers' compensation insurance obligations; (f) Liens in the form of usual and landlords incurred customary cash deposits securing obligations under real estate leases in the ordinary course of business for sums and precautionary filings of UCC financing statements by lessors under operating leases which filings do not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance secure indebtedness (subject to compliance with GAAP shall have been set aside on its books; Section 6.12 (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection Dealings with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsAffiliates)); (g) judgment Liens in existence less than 30 days after the entry thereof leases or with respect subleases granted to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3other Persons, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, zoning restrictions and or other similar charges or encumbrances incurred in the ordinary course of business whichon real property, in the aggregateeach case incidental to, do and not materially detract from the value of the property subject thereto or interfere with interfering with, the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3its Restricted Subsidiaries; and (mh) Liens on the assets of NovaMed of New Albany securing the pursuant to Capitalized Leases and Purchase Money Indebtedness permitted by clause q of under Section 7.2.26.3(e) hereof, provided that no such Lien shall extend to or cover any property other than that which is leased thereunder or purchased thereby.