48.  CHANGE OF CONTROL

48.1.  No Change of Ownership may occur during the [lock-in period].

48.2.  The Service Provider shall inform the Authority as soon as reasonably practicable and, in any event, within twenty (20) Business Days of any Change of Ownership of the Service Provider [or the Guarantor].

48.3.  The Service Provider represents and warrants and represents to the Authority that at the Agreement Date the legal and beneficial ownership of the Service Provider is as set out in Schedule 7 (Warranted Data) and that no arrangements are in place that have or may have or result in any sale, transfer or disposal of any legal, beneficial, equitable or other interest in any or all of the shares in the Service Provider.

48.4.  The Service Provider shall obtain the Authority's prior written consent (which may be given subject to conditions) to any Restricted Share Transfer of the Service Provider.

48.5.  Any Change of Ownership arising as a consequence of:

48.5.1.  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 its holding company], 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

48.5.2.  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]

48.5.3.  any transfer by a Shareholder [or [♦]] to an Affiliate of such transferor,]

shall be disregarded for the purpose of clauses 48.1, 48.2, 48.3 and 48.4 above.

[Where clause 48.5.3 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 interests which were the subject of the Original Transfer are not within [twenty (20) days] of the transferee ceasing to be an Affiliate of the original transferor transferred to that original transferor or any Affiliate of such transferor.]

48.6.  The Authority may, not more than twice in any Contract Year, or at any time when a Service Provider Default is outstanding, request that the Service Provider inform it as soon as reasonably practicable and in any event within twenty (20) Business Days or receipt of the Authority's request for details of any Change of Ownership.

48.7.  The Service Provider's obligations under clauses 48.2 and 48.3 above shall, except where a legal transfer of shares has occurred, be limited to the extent of the Service Provider's awareness having made all reasonable enquiry.