28.4.6.1 In recognition of Senior Lenders' concerns, provision has been included within the definition of Exempt Refinancing for bank to bank transactions, and similar, which are undertaken by Senior Lenders in the normal course of their business. The common purpose of all these transactions is to permit such Senior Lenders to manage their assets (in this case a loan to the Contractor). Hence transfers, syndications and sub-participations of loans may qualify as bank transactions which are exempt from refinancing gain sharing. This may include securitisation of loans.
28.4.6.2 However any transaction involving Senior Debt (including securitisation) which has the intended effect of giving a direct or indirect economic gain to a party in its capacity as an equity holder (including any Shareholder, Subordinated Lender, guarantor, beneficial interest holder or equivalent) in the Contractor (or its Associated Companies) is clearly not a bank to bank or equivalent transaction. Accordingly it should not fall within the definition of Qualifying Bank Transaction, and thus not benefit from the exemption from the Refinancing Gain sharing provisions.