the State of California Uses in Authorization and Binding Effect of Owners Clause

Authorization and Binding Effect of Owners from Purchase Agreement

THIS MANAGEMENT RIGHTS PURCHASE AGREEMENT (Agreement), dated as of July 27, 2005, is by and among Parthenon Management Partners, LLC, a California limited liability company (the Company), Andrew A. Brooks, M.D. and Randhir S. Tuli, both residents of the State of California (each an Owner and, collectively, the Owners) (the Company and the Owners being, collectively, the Sellers) and SymbionARC Management Services, Inc., a Tennessee corporation (Purchaser). The Company, Owners and Purchaser are sometimes referred to herein individually as a Party and collectively as the Parties. Symbion Ambulatory Resource Centres, Inc., a Tennessee corporation (SARC), joins herein solely for the purposes of manifesting its agreement with Article VIII hereof.

Authorization and Binding Effect of Owners. The Company and each Owner has all necessary authority and power to execute and deliver this Agreement and consummate the transactions contemplated hereby and has taken all action required to be taken to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid and binding agreement or commitment against the Company and the Owners in accordance with its terms. The execution of this Agreement by the Company and the Owners, the performance by the Company and the Owners of their obligations hereunder and the consummation of the transactions contemplated hereby by the Company and the Owners will not require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit termination of, or result in the creation or imposition of any lien upon any properties, assets or business of the Company or an Owner under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which any of them is a party or by which any of them of their respective assets or properties is bound or encumbered, except as indicated on Schedule 2.1 hereof. No notice to, filing or registration with or authorization, consent or approval of any public body or governmental or regulatory authority is necessary for the consummation by the Company or the Owners of the transactions contemplated by this Agreement, except as indicated on Schedule 2.1 hereto. Each Owner is a resident of the State of California.