The consent of the Borrower will be required unless (i) an event of default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term is defined in the Existing Credit Agreement) (and the Borrower’s consent will be deemed given if not expressly withheld within five business days). The consent of the Administrative Agent (not to be unreasonably withheld or delayed) will be required for any assignment of any outstanding Bridge Term Loan to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund.