Advanced Medical Optics (EYE)

8.09 Burdensome Agreements.

Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Subsidiary, pay any Indebtedness owed to the Borrower or any Subsidiary, or to otherwise transfer property to the Borrower or any Subsidiary or (ii) of any Loan Party to pledge its property pursuant to the terms of the Loan Documents; provided, however, that this Section 8.09 shall not prohibit (A) any negative pledge incurred or provided (x) in favor of any holder of Indebtedness permitted under Section 8.03(f) solely to the extent any such negative pledge relates only to the property financed by or the subject of such Indebtedness; (y) in favor of any holder of Indebtedness permitted under Section 8.03(d) solely to the extent any such negative pledge relates to the property of the Foreign Subsidiary incurring any such Indebtedness; and (z) customary restrictions in subordinated debt documents requiring equal and ratable liens if other subordinated debt is secured; provided, further, however, this Section 8.09 shall not prohibit (I) the matters referred to above contained in the 2004 Convertible Senior Subordinated Notes Documents, the 2005 Convertible Senior Subordinated Notes Documents, the 2006 Convertible Senior Subordinated Notes Documents or the 2007 Senior Subordinated Notes Documents or any documentation governing any Indebtedness permitted under Section 8.03(l) or any documentation governing any refinancing permitted under this Agreement of any Indebtedness referred to in this proviso, (II) agreements containing customary provisions restricting subletting or assignment of any lease, sublease or license governing a leasehold, subleasehold or license interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (III) contracts containing customary provisions restricting assignment of such contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (IV) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary provided that such sale or disposition is permitted under this Agreement, (V) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset provided that such sale or transfer is permitted under this Agreement and (VI) customary provisions in joint venture arrangements.

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