Fiserv may assign, transfer, pledge or otherwise dispose of this Agreement or any part thereof or interest therein to any third party; provided that such third party is fully capable of performing all of Fiserv’s obligations and satisfying all of Fiserv’s liabilities under this Agreement and, provided further, that Fiserv may not under any circumstance assign, transfer, pledge or otherwise dispose of this Agreement or any part thereof or interest therein to Fidelity Information Services, LLC or any of its Affiliates. Neither this Agreement nor any part thereof or interest therein may be sold, assigned, transferred, pledged, or otherwise disposed of by Client by operation of law or otherwise without Fiserv’s prior written consent; provided such consent is shall not be unreasonably withheld; further provided, however, Client may assign this Agreement to an Affiliate without Fiserv’s consent.