48.4  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 48.1 [provided that where clause 48.4(c) applies and subsequent to any such transfer (the Original Transfer) the transferee ceases to be an Affiliate of the original transferor, it shall be a breach of this clause 48 if the shares or interest which were the subject of the Original Transfer are not within [twenty (20)] Business Days of the transferee ceasing to be an Affiliate of the original transferor transferred to that original transferor or any Affiliate of such transferor.]