70.2  Exceptions to Restriction on Change in Ownership

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

(c)  any transfer by a Shareholder [or []] to an Affiliate of such transferor],

shall be disregarded for the purpose of clause 70.1 provided that where clause 70.2(c) applies and subsequent to any such transfer (Original Transfer) the transferee ceases to be an Affiliate of the original transferor, it shall be a breach of this clause 70.2 if the shares or interests 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.]