Advanced Medical Optics (EYE)

11.01 Amendments, Etc.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(ii) postpone any date scheduled for any payment of principal under Section 2.08, any date scheduled for payment of principal of any Incremental Term Loans, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

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(iii) forgive or reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(iv) change Section 2.13, Section 2.14 or Section 9.03 in a manner that would alter the pro rata sharing of payments or the order of application of payments required thereby or any provision requiring ratable funding without the written consent of each Lender directed affected thereby;

(v) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, other than to increase such number or percentage or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent (it being understood that, pursuant to Section 2.16 or Section 2.17 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of Required Lenders);

(vi) release all or substantially all the Guarantors from their Guarantee (except as expressly provided in Article IV, in which case such release may be made by the Administrative Agent acting alone), or limit their liability in respect of such Guarantee, without the written consent of each Lender;

(vii) release all or a substantial portion of the Collateral from the Liens of the Collateral Documents (except as expressly provided in Section 10.10) without the written consent of each Lender;

(viii) amend the definition of “Foreign Currency” without the consent of each Revolving Credit Lender, or amend the definition of “Interest Period” to permit any Interest Period with a duration of longer than six months without the consent of each Lender affected thereby;

(ix) permit the assignment or delegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;

(x) without the consent of the Revolving Credit Lenders holding more than fifty percent (50%) of the Revolving Credit Commitments (other than Defaulting Lenders), (i) waive any condition set forth in Section 5.02 for purposes of any Borrowing of a Revolving Credit Loan or L/C Credit Extension and (ii) amend, change, waive, discharge or terminate Section 2.01(a), 2.02, or 2.03;

(xi) Reserved;

(xii) change or waive any provision of Article X as the same applies to any agent, or any other provision hereof as the same applies to the rights or obligations of any agent, in each case without the written consent of such agent; or

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(xiii) amend, waive or otherwise modify any of the terms and provisions (other than related definitions, which for the avoidance of doubt shall require the vote of the Required Lenders) of Section 8.11 (even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder), any of the terms and provisions of the provisos set forth in Section 9.01(b) or the provision set forth in the first set of parentheses of the first paragraph of Section 9.02, without the consent of the Revolving Credit Lenders holding more than fifty percent (50%) of the Revolving Credit Commitments (other than Defaulting Lenders) (it being understood and agreed that any amendments, waivers or modifications referred to in this Section 11.01(a)(xiii), other than the definitions related to Section 8.11 as set forth above, shall not require the affirmative vote of the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) but rather only the vote of Revolving Credit Lenders holding more than fifty percent (50%) of the Revolving Credit Commitments (other than Defaulting Lenders) to become effective);

provided, further, that

(i) any waiver, amendment or modification prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Bookmanagers) may not be effected without the written consent of the Bookmanagers; (ii) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

(b) Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Laws.

(c) Notwithstanding any other provision of this Section 11.01, solely for purposes of this Section 11.01, references to any Loan Document in this Section 11.01 shall be deemed not to include any Secured Swap Contract or any Secured Treasury Management Contract.