Advanced Medical Optics (EYE)

5.01 Conditions to Effectiveness.

The obligation of each Lender and, if applicable, the L/C Issuer, to fund or make the initial Credit Extension pursuant to the terms of this Agreement are subject to satisfaction (or waiver), prior to or substantially concurrently with the making of such Credit Extension on the Closing Date, of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) an executed counterpart of each of this Agreement, the Security Agreement, the IP Security Agreement, the Intercompany Subordination Agreement and the Perfection Certificate;

(ii) a Revolving Credit Note executed by a Responsible Officer of the Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note at least three Business Days prior to the Closing Date;

(iii) a Term Note executed by a Responsible Officer of the Borrower in favor of each Term Loan Lender requesting a Term Note at least three Business Days prior to the Closing Date;

(iv) a certificate of the President, a Vice President, secretary or assistant secretary of each Loan Party dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying (A) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (if applicable) as of a recent date by the Secretary of State of the state of its organization and the absence of any amendments to such Organization Documents since the date of the most recent Organization Documents attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iv)); and (D) as to the absence of any proceeding for the dissolution or liquidation of such Loan Party;

73

(v) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 5.01(e), Section 5.01(h), Section 5.01(l), Section 5.02(a) and Section 5.02(b) have been satisfied;

(vi) a certificate as to the good standing of each Loan Party (in so-called “long form” if available) from the Secretary of State of the jurisdiction of organization of each Loan Party or other applicable Governmental Authority, dated reasonably near the Closing Date; and

(vii) a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by the Chief Financial Officer of the Borrower.

(b) The Administrative Agent shall have received, on behalf of itself, any other agents, the Lenders and the L/C Issuer, a favorable written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties (i) dated the Closing Date, (ii) addressed to the Administrative Agent, the L/C Issuer, the Documentation Agent, the Syndication Agent and the Lenders and (iii) covering such customary matters relating to the Loan Documents as the Administrative Agent shall reasonably request.

(c) All costs, fees, expenses (including, without limitation, legal fees and expenses and the fees and expenses of appraisers, consultants and other advisors) and other compensation payable to the Bookmanagers and the Administrative Agent shall have been paid, in each case to the extent due and payable by the Borrower plus such reasonable additional amounts of attorney costs as shall constitute its reasonable estimate of attorney costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).