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

(a)                                  The Borrowers shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines (provided that such Protected Party provides the Italian Borrower with written evidence of the loss, liability or cost so determined) will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document other than any such loss, liability or cost that results from a transfer by a Lender of its interest in the Facilities or that arises on account of Tax under legislation in force on the date of this Agreement.

(b)                                 Paragraph (a) above shall not apply:

(i)                                     with respect to any Tax assessed on a Finance Party:

(1)                                  under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(2)                                  under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable or attributable to an equivalent aggregate income tax base as defined in the relevant income tax provisions (but not any sum deemed to be received or receivable including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction) by that Finance Party; or

(ii)                                  to the extent a loss, liability or cost:

(1)                                  is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or

(2)                                  would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (g) of Clause 13.2 (Tax gross-up) applied.

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(c)                                  A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall promptly notify the Borrowers.

(d)                                 A Protected Party shall, on receiving a payment from an Obligor under this Clause, notify the Agent.