Where a contract provides that consent to assignment shall not be unreasonably withheld, the terms of the contract are paramount in determining reasonableness. A party cannot refuse consent in order to acquire rights or benefits to which it was not entitled under or arising out of the agreement. Fear of loss of security for obligations under a separate, unsecured collateral agreement with different parties is not a sufficient reason to withhold consent to assignment where the party never contracted for such security. An implied term requiring an assignee to assume obligations under a collateral indemnification agreement will not be implied where the collateral agreement expressly contemplates assignment of the principal agreement without novation of the collateral agreement.
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