Advanced Medical Optics (EYE)

8.05 Dispositions.

Make any Disposition, except:

(a) Dispositions of obsolete or worn out property or property no longer used or useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory and cash and Cash Equivalents in the ordinary course of business;

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(c) Dispositions of property by (i) any Subsidiary to the Borrower or to another Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor or (ii) the Borrower to any Guarantor;

(d) Dispositions permitted by Section 8.04;

(e) licenses of IP Rights in the ordinary course of business, substantially consistent with past practices and on commercially reasonable terms;

(f) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization;

(g) Investments pursuant to Section 8.02;

(h) Dispositions in connection with the IntraLase IP Transaction;

(i) so long as no Default shall have occurred and be continuing, Dispositions not otherwise permitted by this Section 8.05 so long as after giving effect to such Disposition, the book value for all property Disposed of in reliance on this clause (i) does not exceed $50,000,000 in any fiscal year or $100,000,000 in the aggregate for all such Dispositions;

(j) any Subsidiary (other than a Domestic Subsidiary) may make limited recourse sales of accounts receivable in connection with the securitization thereof, which sales are non-recourse to the extent customary in securitizations; and

(k) Dispositions at a discount of accounts receivable of Foreign Subsidiaries for cash consideration or consideration in the form of promissory notes; provided, that the value of the accounts receivable sold pursuant to this clause (k) shall not exceed $15,000,000 in any Fiscal Year

provided, however, that any Disposition pursuant to clauses (i) and (j) shall be for fair market value; provided further that in the case of Dispositions of assets pursuant to clauses (f), (i) and (j), the Borrower shall apply the Net Cash Proceeds from such sale to the prepayment of the Term Loans in accordance with the terms of Section 2.06, subject in the case of clauses (i) and (j) to the reinvestment provisions contained in such Section 2.06.