Advanced Medical Optics (EYE)

(d) Receipt by the Administrative Agent of the following:

(i) any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are unnecessary under the law of the jurisdiction of incorporation of such Person);

(ii) UCC financing statements in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Collateral Documents;

(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches that the Administrative Agent deems necessary or appropriate, each of a recent date and none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted pursuant to Section 8.01 or any other Liens acceptable to the Administrative Agent); and

(iv) evidence reasonably acceptable to the Administrative Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents.

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Notwithstanding the foregoing, with respect to any Collateral the security interest in which may not be perfected by filing of a UCC financing statement or delivery of a physical stock certificate and related stock power, if the perfection of Administrative Agent’s Lien in such Collateral may not be accomplished on or prior to the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such Lien shall not constitute a condition precedent to the initial Credit Extension, and the Borrower shall deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such Lien, as more fully set forth in the Collateral Documents and in Section 7.20 and in each case subject to the limitations and exceptions set forth in the Loan Documents.

(e) Since December 31, 2005 and except as disclosed in any form, report, schedule, statement or other document, including any exhibits thereto, required to be filed by the IntraLase Acquired Business with the SEC that were so filed prior to January 5, 2007, there has been no Material Adverse Change.

(f) With respect to the Transactions:

(i) The IntraLase Acquisition and the Refinancing shall be consummated substantially simultaneously with the initial Credit Extensions hereunder on the Closing Date and (with respect to the IntraLase Acquisition, to the extent specified in the Merger Agreement) shall be consummated in accordance with applicable law and on the terms described in the Merger Agreement without, in the case of the Merger Agreement, the waiver or amendment of any provisions thereof in a manner material and adverse to the Lenders, unless consented to by the Bookmanagers (such consent not to be unreasonably withheld or delayed);

(ii) the Merger Agreement and all other material related documentation (including, without limitation, any and all proxy statements and other material documentation related to any required shareholder approvals or consents) shall be reasonably satisfactory in all material respects to the Administrative Agent and the Bookmanagers (it being acknowledged that the executed Merger Agreement dated as of January 5, 2007 and the final disclosure schedules provided to the Administrative Agent and the Bookmanagers, in each case provided at February 23, 2007 at 3:08 p.m. Pacific time, are satisfactory to the Administrative Agent and the Bookmanagers);

(iii) the Borrower shall have received not less than $250,000,000 in gross proceeds from the issuance and sale of the 2007 Senior Subordinated Notes; and

(iv) all liens in favor of the existing lenders in respect of all debt being refinanced in the Refinancing shall be released substantially simultaneously with the initial Credit Extensions hereunder on the Closing Date; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in IP Rights and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

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(g) The Bookmanagers shall have received the financial statements, pro forma financial statements and the forecasts described in Section 6.05.

(h) To the extent required by the Merger Agreement, all necessary governmental and material third party approvals in connection with the Transactions shall have been obtained and shall be in effect. Without limiting the foregoing, to the extent required by the Merger Agreement, all requisite shareholder approvals and consents required by applicable law or the Transaction Documents with respect to the Merger Agreement and the Organization Documents of the Borrower necessary to effect the IntraLase Acquisition contemplated by the Merger Agreement shall have been obtained and shall be in full force and effect.

(i) The Administrative Agent shall have received (i) a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Merger Agreement, together with all exhibits and schedules and (ii) a copy, certified by a Responsible Officer of the Borrower as true and complete, of the 2007 Indenture (together with all exhibits and schedules thereto) as originally executed and delivered.

(j) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 7.07, each of which shall name the Administrative Agent, on behalf of the Secured Parties, as additional insured, in customary form.

(k) The Lenders shall have received all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including the information described in Section 11.21.

(l) The representations and warranties of the IntraLase Acquired Business in the Merger Agreement that are material to the interests of the Lenders and would result in the Borrower or any of its Subsidiaries having a right to terminate its obligations thereunder shall be true and correct in all material respects as of the Closing Date.

Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.