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

(a)                                  No Obligor shall (and the Italian Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(b)                                 No Obligor shall (and the Italian Borrower shall ensure that no other member of the Group will):

(i)                                     sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii)                                  sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)                               enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)                              enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)                                  Paragraphs (a) and (b) above do not apply to:

(i)                                     any Security listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub-paragraph (vii)(A) or (B) of this Clause (as the case may be);

(ii)                                  any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

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(iii)                               any lien arising by operation of law and in the ordinary course of trading;

(iv)                              any Security or Quasi-Security securing indebtedness permitted under paragraph (b) of Clause 22.12 (Indebtedness for Borrowed Money), to the extent such Security or Quasi-Security is discharged within the date falling six months after the date of the relevant acquisition provided that if it is not so discharged it shall be permitted to the extent it falls within the basket set out in sub-paragraph (vii) below;

(v)                                 any Security or Quasi-Security in connection with deposits to landlords for lease rentals or to any tax or customs & excise authority, utility company or car leasing company, in each case granted in the ordinary course of the business of the relevant member of the Group;

(vi)                              any cash collateral granted in relation to the issue of a Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of the Borrower under such Bank Guarantee); or

(vii)                           any other Security or Quasi-Security not referred to in sub-paragraph (i) to (vi) above securing indebtedness permitted under Clause 22.12 (Indebtedness for Borrowed Money) the principal amount of which (A) in the case of the Obligors does not in aggregate exceed 5 per cent. of the Consolidated Total Assets or (B) in the case of any other member of the Group does not in aggregate exceed twenty per cent. of the Consolidated Equity of the Group,

in each case as determined at the end of any Relevant Period by reference to the Consolidated Financial Statements or the Consolidated Quarterly Financial Statements (as the case may be) in respect of such Relevant Period.

22.4.