BANK FACILITIES COMMITMENT LETTER

Exhibit 10.1

January 5, 2007

Advanced Medical Optics, Inc.

1700 E. St. Andrew Place

Santa Ana, California 92705

Attention:                                          Richard Meier
Executive Vice President of Operations and Finance
and Chief Financial Officer

Bank Facilities Commitment Letter

Ladies and Gentlemen:

You have advised UBS Loan Finance LLC (“ UBS ”), UBS Securities LLC (“ UBSS ”), Bank of America, N.A. (“ BA ”), Banc of America Securities LLC (“ BAS ”) and Goldman Sachs Credit Partners L.P. (“ GSCP ” and, together with UBS, UBSS, BA and BAS, “ we ,” “ us ” or the “ Commitment Parties ”) that Advanced Medical Optics, Inc., a Delaware corporation (“ you ” or “ Borrower ”), proposes to acquire (the “ Acquisition ”) IntraLase Corp. (the “ Acquired Business ”).  The Acquisition will be effected pursuant to an agreement and plan of merger (the “ Acquisition Agreement ”) among Borrower, a wholly owned subsidiary of Borrower and the Acquired Business.  All references to “ dollars ” or “ $ ” in this agreement and the attachments hereto (collectively, this “ Commitment Letter ”) are references to United States dollars.

We understand that the sources of funds required to fund the Acquisition consideration, to repay certain existing indebtedness of Borrower, the Acquired Business and their respective subsidiaries of approximately $30.0 million (the “ Refinancing ”), to pay fees, commissions and expenses  in connection with the Transactions (as defined below) and to provide ongoing working capital requirements of Borrower and its subsidiaries following the Transactions will include senior secured credit facilities consisting of (i) a senior secured term loan facility to Borrower of $600.0 million (the “ Term Loan Facility ”), as described in the Summary of Principal Terms and Conditions attached hereto as Annex I (the “ Term Sheet ”) and (ii) a senior secured revolving credit facility to Borrower of $300.0 million (the “ Revolving Credit Facility ” and, together with the Term Loan Facility, the “ Committed Bank Facilities ”), as described in the Term Sheet, of which Revolving Credit Facility not more than $250.0 million will be drawn immediately after giving effect to the Transactions.

In addition, we will use commercially reasonable efforts to arrange and syndicate up to an additional $100.0 million under the Revolving Credit Facility (the “ Commercially Reasonable Efforts Revolving Credit Facility Amount ”; and such additional amount of the Revolving Credit Facility, together with the Committed Bank Facilities, the “ Bank Facilities ” or the “ Facilities ”); provided , that notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties, nothing herein (a) is intended to be, and does not constitute a commitment or obligation by any of the Commitment Parties or any of their respective affiliates to provide financing or to act in any capacity (other than as expressly contemplated herein) in connection with the Commercially Reasonable Efforts Revolving Credit Facility Amount, and no liability or obligation on the part of any of the Commitment Parties or any of their respective affiliates to proceed with or participate in the Commercially Reasonable Efforts Revolving Credit Facility Amount shall be created or exist unless or until such Commitment Party has executed and delivered the Bank Documentation (as defined below) setting forth the Commercially Reasonable Efforts Revolving Credit Facility Amount and then only in accordance with the respective terms and conditions set forth therein or (b) shall require us or any of our respective affiliates to pay any fees, incur any costs (other than ordinary course reimbursable out-of-pocket expenses), suffer any loss or agree to do any other thing in order to assist you in providing the Commercially Reasonable Efforts Revolving Credit Facility Amount.

No other financing will be required to fund the Acquisition consideration, to effect the Refinancing and to pay fees, commissions and expenses in connection therewith.  Immediately following the Transactions, neither Borrower nor any of its subsidiaries will have any indebtedness for borrowed money or preferred equity other than the Bank Facilities, the 2.50% Convertible Senior Subordinated Notes due 2024, the 1.375% Convertible Senior Subordinated Notes due 2025, the 3.25% Convertible Senior Subordinated Notes due 2026 and certain other limited indebtedness to be mutually agreed.  As used herein, the term “ Transactions ” means the Acquisition, the Refinancing, the initial borrowings under the Bank Facilities and the payments of fees, commissions and expenses in connection with each of the foregoing.

Commitments .

You have requested that UBS, BA and GSCP (collectively, the “ Initial Lenders ”) commit to provide the Committed Bank Facilities and that UBSS and BAS agree to structure, arrange and syndicate the Bank Facilities (the “ Joint Lead Arrangers ”).

UBS, BA and GSCP are pleased to advise you of their several, but not joint, commitments to provide 45%, 27.5% and 27.5%, respectively, of the entire amount of the Committed Bank Facilities to Borrower upon the terms and subject to the conditions set forth in this Commitment Letter.  The commitments of the Initial Lenders hereunder and any amount to be provided under the Commercially Reasonable Efforts Revolving Credit Facility Amount, if any, are subject to the negotiation, execution and delivery of definitive documentation (the “ Bank Documentation ”) with respect to the Bank Facilities reasonably satisfactory to the Initial Lenders and you reflecting the terms and conditions set forth in the Term Sheet, in Annex II hereto (the “ Conditions Annex ”) and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bank Facilities (the “ Fee Letter ”).  You agree that the closing date of the Transactions and the concurrent closing of the Bank Facilities (the “ Closing Date ”) shall be a date mutually agreed upon between you and us.

Syndication .

It is agreed that each of UBSS and BAS will act as a joint lead arranger for the Bank Facilities, each of UBSS, BAS and GSCP will act as a joint book manager for the Bank Facilities (collectively, the “ Joint Bookmanagers ”) and in consultation with you, will exclusively manage the syndication of the Bank Facilities, and will, in such capacities, exclusively perform the duties and exercise the authority customarily associated with such roles.  It is further agreed that no additional advisors, agents, co-agents, arrangers or book managers will be appointed outside the terms contained herein (including the Term Sheet) and no Lender (as defined below) will receive compensation with respect to any aspect of the Bank Facilities outside the terms contained herein (including the Term Sheet) and in the Fee Letter in order to obtain its commitment to participate therein, in each case unless you and we so agree.  You agree that UBS will be “on the left” in all syndication and other marketing and promotional materials and advertisements relating to the Bank Facilities.

The Initial Lenders reserve the right, prior to or after execution of the Bank Documentation with respect to the Bank Facilities in consultation with you, to syndicate all or a portion of its loans and/or commitments to one or more institutions (other than those certain institutions previously identified by you to us, if any, prior to the date of this Commitment Letter to be excluded from syndication, the “ Blacklist ”) that will become parties to the Bank Documentation (the Initial Lenders and the institutions becoming parties to the Bank Documentation with respect to all or a portion of the Bank Facilities, the “ Lenders ”); provided that, notwithstanding the foregoing or anything else contained herein, the failure to form a syndicate is not a condition to our commitments with respect to the Committed Bank Facilities hereunder and provided further that notwithstanding our right to syndicate the Bank Facilities and receive commitments with respect thereto, any assignment prior to the Closing Date shall not decrease our commitments until the Closing Date.

The Joint Bookmanagers will exclusively manage, in consultation with you, all aspects of the syndication of the Bank Facilities, including selection of additional Lenders (other than the Blacklist), determination of when the Joint Bookmanagers will approach such potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Bank Facilities among the additional Lenders.  You agree to, and to use commercially reasonable efforts to cause the Acquired Business to, actively assist the Joint Bookmanagers in achieving a timely syndication of the Bank Facilities that is reasonably satisfactory to the Joint Bookmanagers and you.  To assist the Joint Bookmanagers in their syndication efforts, you agree that you will, and will cause your representatives and advisors to, and will use commercially reasonable efforts to cause the Acquired Business and its representatives and advisors to, (a) promptly prepare and provide all financial and other information as we may reasonably request (and, in the case of information relating to the Acquired Business and its subsidiaries, to the extent made available to you after using commercially reasonable efforts) with respect to you, the Acquired Business, and your and their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “ Projections ”) relating to the foregoing, (b) use commercially reasonable efforts to ensure that such syndication efforts benefit materially from your existing lending relationships and those of the Acquired Business, (c) make available to prospective Lenders your senior management and advisors and, to the extent applicable, use commercially reasonable efforts to make available to prospective Lenders those of the Acquired Business, (d) host, with the Joint Bookmanagers, one or more meetings with prospective Lenders, (e) assist the Joint Bookmanagers in the preparation of one or more customary confidential information memoranda and other customary marketing materials to be used in connection with the syndication of the Bank Facilities and (f) use commercially reasonable

efforts to obtain, at your expense, monitored public ratings of the Bank Facilities from Moody’s Investors Service (“ Moody’s ”) and Standard & Poor’s Ratings Group (“ S&P ”) in a timely manner and to participate actively in the process of securing such ratings, including having your senior management and, to the extent applicable, use commercially reasonable efforts to have those of the Acquired Business meet with such rating agencies.

You hereby acknowledge that (a) the Commitment Parties will make available Information and Projections (collectively, “ Borrower Materials ”) to the proposed syndicate of Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the proposed Lenders may be “public-side” Lenders ( i.e. , Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “ Public Lender ”).  You hereby agree that (w) you will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and include a reasonably detailed term sheet among such Borrower Materials and that all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of the Bank Documentation; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Commitment Parties shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Information .

You hereby represent and covenant (and solely with respect to the Acquired Business and its subsidiaries and any information or representations provided by the Acquired Business, you hereby represent and covenant to your knowledge) that (a) all information (other than the Projections and general economic or industry data) that has been or will be made available to us or any of the Lenders by you, the Acquired Business, or any of your or its respective representatives in connection with the transactions contemplated hereby (the “ Information ”), when taken as a whole, is and will be true and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not materially misleading and (b) the Projections that have been or will be made available to us or any of the Lenders by you, the Acquired Business, or any of your or its respective representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by you to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved).  You agree to supplement the Information and the Projections from time to time prior to the Closing Date, to the extent necessary, so that the representations and warranties contained in this paragraph remain true and correct in all material respects.

Compensation .

As consideration for the commitments of the Lenders hereunder with respect to the Committed Bank Facilities (and any Commercially Reasonable Efforts Revolving Credit Facility Amount committed to by the Lenders) and the agreement of the Joint Bookmanagers to structure, arrange and syndicate the Committed Bank Facilities (and with respect to any Commercially Reasonable Efforts Revolving Credit Facility Amount, the agreement of the Joint Bookmanagers to use commercially reasonable efforts to so arrange and syndicate such amount) and to provide advisory services in connection therewith, you agree to pay, or cause to be paid, the fees set forth in the Term Sheet and the Fee Letter if the Closing Date occurs; provided however that (a) the Ticking Fee (as defined in the Fee Letter), if any, shall be payable on the terms set forth in the Fee Letter irrespective of whether the Closing Date occurs and (b) the expense reimbursement and indemnification provisions of this Commitment Letter shall not be affected by any nonoccurrence of the Closing Date.  Once paid, such fees and expenses shall not be refundable under any circumstances.

Conditions .

The commitments of the Initial Lenders hereunder with respect to the Committed Bank Facilities and the Joint Bookmanagers’ agreement to perform the services described herein are subject to (i) 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 Acquired Business with the United States Securities and Exchange Commission that were so filed prior to the date of this Commitment Letter, no change, effect or circumstance occurring that (1) is materially adverse to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Acquired Business and its Subsidiaries, taken as a whole, or (2) materially adversely affects the consummation of the transactions contemplated by the Acquisition Agreement (an “ Acquired Business Material Adverse Effect ”); provided , however, that in no event shall any of the following, either alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will or could be, an Acquired Business Material Adverse Effect:  (A) any changes resulting from or arising out of general market, economic or political conditions (including any changes arising out of acts of terrorism, or war, weather conditions or other force majeure events), provided that such changes do not have a substantially disproportionate impact on the Acquired Business and its Subsidiaries, taken as a whole, (B) any changes resulting from or arising out of general market, economic or political conditions in the industries in which the Acquired Business or any of its Subsidiaries conduct business (including any changes arising out of acts of terrorism, or war, weather conditions or other force majeure events), provided that such changes do not have a substantially disproportionate impact on the Acquired Business and its Subsidiaries, taken as a whole, (C) any changes resulting from or arising out of actions taken pursuant to (and required by) the Acquisition Agreement or the failure to take any actions due to restrictions set forth in the Acquisition Agreement, (D) any changes in the price or trading volume of the Acquired Business’ stock, in and of itself, (E) any failure by the Acquired Business to meet published revenue or earnings projections, in and of itself, (F) any changes or effects arising out of or resulting from any legal claims or other proceedings made by any of the Acquired Business’ stockholders arising out of or related to the Acquisition Agreement or the Acquisition or (G) any changes arising out of or resulting from any delay with respect to the receipt by the Acquired Business or any of its Subsidiaries of pending regulatory approvals relating to its proposed product offerings of no longer than three months after the date that the Acquired Business has informed Borrower it expects to obtain such pending regulatory approvals (provided that at all times during such period, such approvals are still pending and can be reasonably expected to be

obtained within such period); and (ii) any condition set forth in the Term Sheet or the Conditions Annex not being satisfied or any representation, covenant or agreement in this Commitment Letter or the Fee Letter not being complied with in any material respect.

Notwithstanding anything in this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions contemplated hereby to the contrary, (i) the only representations relating to the Acquired Business and their subsidiaries and businesses the making of which shall be a condition to availability of the Bank Facilities on the Closing Date shall be (A) such of the representations made by the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders except to the extent any breach of such representations shall not give you the right to terminate your obligations under the Acquisition Agreement (the “ Acquisition Agreement Representations ”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Bank Documentation shall be in a form such that they do not impair availability of the Bank Facilities on the Closing Date if the conditions set forth herein and in the Term Sheet and the Conditions Annex are satisfied (it being understood that, to the extent any collateral (other than collateral that may be perfected by filing of a UCC financing statement, delivery of a physical stock certificate and related stock power or, in the case of foreign collateral of any foreign co-borrower, making of a similar filing in a foreign jurisdiction) referred to in the Term Sheet under “Security” is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such collateral shall not constitute a condition precedent to the availability of the Bank Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed).  For purposes hereof, “ Specified Representations ” means the representations and warranties of the Acquired Business set forth in Term Sheet relating to corporate power and authority and the enforceability of the Bank Documentation, in each case as they relate to the entering into and performance of the Bank Documentation, Federal Reserve margin regulations and the Investment Company Act.

Clear Market .

From the date of this Commitment Letter until our completion of primary syndication of the Bank Facilities (as reasonably determined by us and notified in writing to you) of each portion of the Bank Facilities, you will (and with respect to the Acquired Business, until the Closing Date, you will use commercially reasonably efforts to) ensure that no financing for Borrower, the Acquired Business or any of your or its respective subsidiaries is announced, syndicated or placed without the prior written consent of the Commitment Parties if such financing, syndication or placement would have, in the reasonable judgment of the Commitment Parties, a detrimental effect upon the syndication of the Bank Facilities.

Indemnity and Expenses .

By your acceptance below, you hereby agree to indemnify and hold harmless each of the Commitment Parties and the other Lenders and our and their respective affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of the foregoing (each, an “ Indemnified Person ”) from and against any and all losses, claims, costs, expenses, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) that arise out of or in connection with this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Facilities or any of the transactions contemplated hereby or thereby or the providing or syndication of the Bank Facilities (or the actual or proposed use of the proceeds thereof), and to reimburse each

Indemnified Person promptly upon its written demand for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, any such loss, claim, cost, expense, damage, liability or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding); provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnified Person.  You shall not be liable for any settlement of any such proceeding effected without your written consent, but if settled with such consent or if there shall be a final judgment against an Indemnified Person, you shall, subject to the proviso in the preceding sentence, indemnify such Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  You shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Person.  None of us or any other Lender (or any of their respective affiliates) shall be responsible or liable to Borrower, the Acquired Business or any of your or its respective subsidiaries, affiliates or stockholders or any other person or entity for any indirect, punitive or consequential damages which may be alleged as a result of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Facilities or the transactions contemplated hereby or thereby.  In addition, you hereby agree to reimburse us upon demand for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of the Commitment Parties (limited to one primary counsel and, to the extent necessary, one local counsel in each relevant jurisdiction (subject to the need for additional counsel as a result of conflicts), appraisal, consulting and audit fees (to the extent any such appraisal, consulting or audit was initiated with Borrower’s consent), and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the syndication and execution of the Bank Facilities, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter and the Bank Documentation; provided however that Borrower also agrees to reimburse BA and BAS for the reasonable and documented fees and expenses of Moore & Van Allen, PLLC incurred in connection with the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter and related documentation known to Borrower through the date of this Commitment Letter.  Notwithstanding anything to the contrary contained in this Commitment Letter or in the Term Sheet, if the Seller Financial Advisor (as defined below), BAS, BA and/or its affiliates arranges financing for a successful competing bidder for the Acquired Business, Borrower shall not be required to reimburse BAS, BA or any of its affiliates for the fees and expenses of Moore & Van Allen, PLLC incurred in connection with the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter and related documentation known to Borrower.

Borrower agrees that none of the Commitment Parties nor any of their respective affiliates (as such term is defined for purposes of Rule 12b-2 of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended), officers, directors, agents (other than agents who are not appointed with Borrower’s express consent), employees or controlling persons shall have any liability to Borrower or any person asserting claims on behalf of or in right of Borrower in connection with or as a result of either the commitments of the Commitment Parties under this Commitment Letter or any matter

referred to in this Commitment Letter, including, without limitation, related services and activities conducted since the date hereof except, with respect to a Commitment Party, to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by Borrower and its affiliates (as such term is defined for purposes of Rule 12b-2 of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended), officers, directors, employees or controlling persons resulted primarily from the gross negligence or willful misconduct of such Commitment Party in performing the services that are the subject of this Commitment Letter.

Confidentiality .

This Commitment Letter is delivered to you upon the condition that neither the existence of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter nor any of their contents shall be disclosed by you or any of your subsidiaries, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) as may be compelled in a judicial or administrative proceeding or as otherwise required by law and (ii) to your directors, officers, employees, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.  In addition, this Commitment Letter, the Term Sheet, the Conditions Annex and the Fee Letter (but, in the case of the Fee Letter, only with appropriate redactions that are satisfactory to the Joint Bookmanagers) may be disclosed to the Acquired Business and its directors, officers, employees, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.

Other Services .

You acknowledge and agree that we and/or our affiliates may be requested to provide additional services with respect to Borrower, the Acquired Business and/or their respective affiliates or other matters contemplated hereby.  Any such services will be set out in and governed by a separate agreement(s) (containing terms relating, without limitation, to services, fees and indemnification) in form and substance satisfactory to the parties thereto.  Nothing in this Commitment Letter is intended to obligate or commit us or any of our affiliates to provide any services other than as set out herein.

Conflicts of Interest .

You acknowledge that and waive any conflict of interest arising in connection with:

(a)                                   each of the Commitment Parties and/or their respective affiliates (the “ Commitment Party Group ”), in its capacity as principal or agent is involved in a wide range of commercial banking and investment banking activities globally (including investment advisory; asset management; research; securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and therefore, conflicts may arise between duties of each of the Commitment Parties hereunder and other duties or interests of each of the Commitment Parties or another member of the Commitment Party Group;

(b)                                  each of the Commitment Parties and any other member of the Commitment Party Group may, at any time, (i) provide services to any other person, (ii) engage in

any transaction (on its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (including, but not limited to, the Acquired Business) (a “ Third Party ”), and may retain for its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of the Commitment Party Group is in possession or has come or comes into possession (whether before, during or after the agreements hereunder) of information confidential to you; provided that such information shall not be shared with any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within divisions of each of the Commitment Parties or other members of the Commitment Party Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose;

(c)                                   information which is held elsewhere within any of the Commitment Parties or the Commitment Party Group but of which none of the individual directors, officers or employees having the conduct of transactions contemplated by this letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining each of the Commitment Parties’ respective responsibilities to you hereunder; and

(d)                                  none of the Commitment Parties nor any other member of the Commitment Party Group shall have any duty to disclose to, or utilize for the benefit of, you, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business.

Each of the Commitment Parties and the Commitment Party Group operate rules, policies and procedures, including independence policies and permanent and ad hoc information barriers between and within divisions of each of the Commitment Parties and other members of the Commitment Party Group, directed to ensuring that (i) the individual directors, officers and employees invo