Luxottica Group, S.p.A. (LUX)

(a)                                  Corporate Reconstructions entered into on a solvent basis between members of the Group; or

(b)                                 mergers entered into by a member of the Group on a solvent basis and in accordance with applicable laws with any corporate entity following the acquisition by such member of the Group of such entity; or

(c)                                  save to the extent such transformation or equivalent process is reasonably likely to have a Material Adverse Effect:

(i)                                     transformations of any Italian member of the Group from a società a responsabilita limitata to a società per azioni (or vice versa), or

(ii)                                  the change in the corporate status and/or form and/or tax status of any U.S. Group Company including without limitation, from a C corporation to a limited liability corporation (or vice versa); or

(iii)                               the equivalent of (i) and (ii) above with respect to any member of the Group incorporated in any jurisdiction,

provided that if so requested by the Agent, a Guarantor that is the subject of any Corporate Reconstruction confirms, promptly following its implementation, its obligations hereunder to the Lenders, such confirmation to be in form and substance satisfactory to the Agent (acting reasonably and in good faith).

22.8.