No Termination, Assignment or Material Amendment. (a) The Consenting Party will not, without the prior written consent of the Collateral Agent enter into any consensual cancellation or termination of the Assigned Agreement (which consent shall not be unreasonably withheld, delayed or conditioned), or assign or otherwise transfer, any of its right, title and interest thereunder except to the extent permitted by the Assigned Agreement, or consent to any such assignment or transfer by the Company other than this Consent.
