71.4  Share Transfers to be Disregarded

Any Change in Ownership arising as a consequence of:

(a)  the grant or enforcement of security in favour of the Senior Lenders over or in relation to any of the shares of the Service Provider [or Holdco], provided that any document conferring security over any shares has been approved by the Authority (such approval not to be unreasonably withheld or delayed); or

(b)  any change in beneficial or legal ownership of any shares that are listed on a recognised investment exchange (as defined in [Section 285 of the Financial Service and Markets Act 2000]); [or]

(c)  [any transfer of shares or of any interest in shares by a Shareholder [or [♦]] to an Associated Company of such transferor.]

shall be disregarded for the purpose of clause 71.1.