5.2 hubco shall not take or permit to be taken any action which would result in a loss of control (direct or indirect) by hubco of any Project Service Provider without the approval of the TPB. If, subject to Clause 5.5, hubco or any Subsidiary of hubco proposes to sell, transfer or otherwise dispose of any interest in share capital which would result in a loss of control by hubco of any Project Service Provider, hubco shall notify the TPB in writing of its intention (or the intention of its Subsidiary) and such notification shall be accompanied by proposals setting out how, if the proposed transaction were to proceed, the relevant Project Agreement Counterparties' rights under the relevant Project Agreement(s), together with the wider protection afforded the Project Agreement Counterparties as a consequence of the inter-relation between that Project Agreement, the Shareholders Agreement and this Agreement, would or could be preserved or enhanced.
5.3 In deciding whether to approve any proposed action notified under Clause 5.2, the TPB shall act reasonably and without undue delay, taking into account any proposals put forward pursuant to Clause 5.2. If the TPB does not approve the proposed action, hubco shall not, and shall use all reasonable endeavours to procure that its Subsidiary and/or the relevant Project Service Provider shall not, proceed with that proposed action.
5.4 If any Project Service Provider takes any action under its Project Agreement which, in terms of such agreement, requires the TPB's consent without such consent having first been obtained, or if hubco or any Subsidiary of hubco takes any action which requires the TPB's consent or agreement under this Agreement without such consent or agreement having first been obtained, such action shall be deemed to constitute a material breach by hubco of its obligations hereunder for the purposes of Clause 23.1.3.
5.5 Clause 5.2 shall not apply to the sale, transfer or other disposition in the share capital of a Project Service Provider where:
5.5.1 such sale, transfer or disposition is required by the Funders in response to a default by the Project Service Provider under the relevant Funding Agreements; or
5.5.2 the disposition is the grant of security for any loan made to the Project Service Provider under the relevant Funding Agreements.