Common use of Limitation on Resignation and Assignment by Servicer Clause in Contracts

Limitation on Resignation and Assignment by Servicer. Servicer shall not assign this Agreement or the servicing responsibilities hereunder or delegate its rights or duties hereunder or any portion hereof (other than a delegation to a Subcontractor pursuant to Section 2.02 or a transfer to a Collection Agent or Charged Off Loan Purchaser) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of a Change in Control event. Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of Servicer and Purchaser or upon Servicer’s reasonable determination that its duties hereunder are no longer permissible under Applicable Law and such incapacity cannot be cured by Servicer without unreasonable costs or expenses. Any such determination permitting the resignation of Servicer shall be in the reasonable discretion of Servicer.