Common use of Merger or Consolidation of the Servicer Clause in Contracts

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Agent in form satisfactory to the Borrower and the Administrative Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Agent in form satisfactory to the Borrower and the Administrative Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower Borrower, the Facility Agent and each Managing Agent (with a copy thereof provided by the Administrative Agent Servicer to the Rating Agency), in form satisfactory to the Borrower and the Administrative Facility Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower Borrower, the Documentation Agent and the Administrative each Managing Agent and Rating Agency an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower Borrower, the Facility Agent and the Administrative each Managing Agent and Rating Agency shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Unmatured Termination Event shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person Person, unless the Servicer is the surviving entity and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and has delivered to the Borrower Deal Agent and the Administrative Agent in form satisfactory to the Borrower Backup Servicer an Officer's Certificate and the Administrative Agent, the performance an Opinion of every covenant and obligation of the Servicer hereunder (to the extent Counsel each stating that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 6.19 and that all conditions precedent herein provided for relating to such transaction have been complied with and an and, in the case of the Opinion of Counsel Counsel, that such supplemental agreement is legal, valid and binding with respect to the successor entity Servicer and that such other matters as the entity surviving Deal Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer is organized and existing under to the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice of such merger or consolidation of the ServicerDeal Agent; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Amortization Event or Servicer Termination event which with notice or lapse of time would constitute an Early Amortization Event shall have occurred. Notwithstanding anything to the contrary contained herein, so long as the Servicer and the Originator are the same Person, the Servicer is permitted as part of a Conversion to assign its rights hereunder to, and the Servicer's obligations hereunder can be assumed by, another wholly-owned subsidiary of First International Bancorp, Inc. (the "Servicer Assignee") (in which case all of the provisions of this Agreement shall, to the same extent as they apply to the Servicer hereunder, apply to the Servicer Assignee rather than to the Servicer) on the condition that (a) the Servicer Assignee acquires substantially all of the Servicer's assets relating to its commercial lending business, (b) the Servicer Assignee assumes substantially all of the Servicer's liabilities relating to its commercial lending business, but expressly excluding the Servicer's deposits, (c) Deal Agent receives such documents evidencing (a) and (b) above as Deal Agent shall reasonably request, and (d) the Servicer Assignee executes and deliver to Deal Agent such amendments to this Agreement and such opinions of counsel as Deal Agent may deem necessary including, but not limited to opinions to evidence that the Servicer Assignee has assumed all of the Servicer's rights and obligations, and is bound by all of the Servicer's agreements, set forth herein. Upon such conversion, the Commitment Termination Date may be accelerated pursuant to the provisions of Section 2.1(c).

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with preserve its qualification to do business in each jurisdiction in which such qualification is or merge into shall be necessary to protect the validity and enforceability of this Agreement or any other of the Receivables and to perform its duties under this Agreement. Any Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation or into which the Servicer is may be merged or the Person that acquires by conveyance consolidated, or transfer the properties and assets of any entity resulting from any merger, conversion or consolidation to which the Servicer substantially as an entirety shall bebe a party, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered Person succeeding to the Borrower and the Administrative Agent in form satisfactory to the Borrower and the Administrative Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation business of the Servicer, as applicable shall be the successor of the Servicer hereunder, is inapplicable without the execution or filing of any paper or any further act on the part of either Party, anything herein to the successor entitycontrary notwithstanding; provided, such successor entity shall be subject however, that (i) immediately after giving effect to such covenant transaction, no representation or obligationwarranty made pursuant to Section 3.01(a) shall have been breached (for purposes hereof, the representations and warranties set forth in Sections 3.01(a)(i) through (ix) shall speak as of the date of consummation of such transaction) and no event that, with notice or benefit from such rightlapse of time or both, as would applybecome an Event of Default shall have occurred and be continuing, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent Purchaser an Officer’s 's Certificate and Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and any such supplemental agreement related agreements comply with this Section 7.16 8.02 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (iii) the Servicer shall have delivered to the Purchaser an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that such supplemental agreement is legal, valid are necessary fully to preserve and binding with respect to protect the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws interest of the United States Purchaser and its successors and assigns in the Receivables or any State (B) no such action shall be necessary to preserve and protect such interest. Furthermore, in the event the Servicer transfers or the District otherwise disposes of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice all or substantially all of such merger or consolidation its assets to an Affiliate of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event such Affiliate shall have occurredsatisfy the condition described in the preceding sentence and shall also be fully liable to the Purchaser for all of the Servicer's obligations and liabilities hereunder.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower Borrower, the Facility Agent and the Administrative Agent each Managing Agent, in form satisfactory to the Borrower and the Administrative Facility Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower Borrower, the Documentation Agent and the Administrative each Managing Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower Borrower, the Facility Agent and the Administrative each Managing Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Revolving Period Termination Event or Servicer Unmatured Termination Event shall have occurred.

Merger or Consolidation of the Servicer. Assignment of ------------------------------------------------------ the Servicer's Duties. --------------------- The Servicer shall not consolidate with will keep in full effect its existence, rights and franchises as a corporation, bank or merge into association and will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction necessary to protect the validity and enforceability of this Agreement or any other of the SBA Loans and to perform its duties under this Agreement. Any Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation or into which the Servicer is may be merged or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person that acquires by conveyance succeeding to all or transfer the properties and assets substantially all of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Agent in form satisfactory to the Borrower and the Administrative Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation business of the Servicer, as applicable shall be an established mortgage loan servicing institution that has a net worth of at least $15,000,000 and shall be an approved SBA guaranteed lender in good standing, operating pursuant to an effective Loan Guaranty Agreement, and shall be the successor of the Servicer, hereunder, is inapplicable without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the contrary notwithstanding. The Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written send notice of any such merger or consolidation to the Trustee, the Rating Agency and the SBA. Subject to the receipt of approval from the SBA, the Servicer is permitted to assign its rights and duties hereunder to, and such rights and duties can be assumed by, an affiliate of the Servicer having a net worth of at least $15,000,000 and which is an approved SBA guaranteed lender in good standing, operating pursuant to an effective Loan Guaranty Agreement (the "Assignee") (in which case all of the provisions of this Agreement shall, to the same extent as they apply to the Servicer hereunder, apply to the Assignee rather than the Servicer; and (iii) after giving effect thereto), no Early Termination Eventwithout the execution or filing of any paper or any further act on the part of any of the parties hereto, Unmatured Termination Event or anything herein to the contrary notwithstanding. The Servicer Termination Event shall have occurredsend notice of any such assignment to the Trustee, the Rating Agency and the SBA.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) i. the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower Borrower, the Facility Agent and the Administrative Agent each Managing Agent, in form satisfactory to the Borrower and the Administrative Facility Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) . the Servicer shall have delivered to the Borrower Borrower, the Documentation Agent and the Administrative each Managing Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower Borrower, the Facility Agent and the Administrative each Managing Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) . after giving effect thereto, no Early Termination Event, Unmatured Revolving Period Termination Event or Servicer Unmatured Termination Event shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Deal Agent in form satisfactory to the Borrower and the Administrative Deal Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Deal Agent an Officer’s 's Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 6.23 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Deal Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with preserve its qualification to do business in each jurisdiction in which such qualification is or merge into shall be necessary to protect the validity and enforceability of this Agreement or any other of the Receivables and to perform its duties under this Agreement. Any Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation or into which the Servicer is may be merged or the Person that acquires by conveyance consolidated, or transfer the properties and assets of any entity resulting from any merger, conversion or consolidation to which the Servicer substantially as an entirety shall bebe a party, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered Person succeeding to the Borrower and the Administrative Agent in form satisfactory to the Borrower and the Administrative Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation business of the Servicer, as applicable shall be the successor of the Servicer hereunder, is inapplicable without the execution or filing of any paper or any further act on the part of either Party, anything herein to the successor entitycontrary notwithstanding; provided, such successor entity shall be subject however, that (i) immediately after giving effect to such covenant transaction, no representation or obligationwarranty made pursuant to Section 3.01(a) shall have been breached (for purposes hereof, the representations and warranties set forth in Sections 3.01(a)(i) through (ix) shall speak as of the date of consummation of such transaction) and no event that, with notice or benefit from such rightlapse of time or both, as would applybecome an Event of Default shall have occurred and be continuing, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent Purchaser an Officer’s 's Certificate and Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and any such supplemental agreement related agreements comply with this Section 7.16 8.02 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (iii) the Servicer shall have delivered to the Purchaser an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and 41 continuation statements and amendments thereto have been executed and filed that such supplemental agreement is legal, valid are necessary fully to preserve and binding with respect to protect the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws interest of the United States Purchaser and its successors and assigns in the Receivables or any State (B) no such action shall be necessary to preserve and protect such interest. Furthermore, in the event the Servicer transfers or the District otherwise disposes of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice all or substantially all of such merger or consolidation its assets to an Affiliate of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event such Affiliate shall have occurredsatisfy the condition described in the preceding sentence and shall also be fully liable to the Purchaser for all of the Servicer's obligations and liabilities hereunder.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Deal Agent in form satisfactory to the Borrower and the Administrative Deal Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Deal Agent an Officer’s 's Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 6.24 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia. The Borrower and the Administrative Deal Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Amortization Event or Servicer Termination Default or an event which with notice or lapse of time or both would constitute such an Early Amortization Event or Servicer Default shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person Person, unless the Servicer is the surviving entity and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and has delivered to the Borrower Deal Agent and the Administrative Agent in form satisfactory to the Borrower Backup Servicer an Officer's Certificate and the Administrative Agent, the performance an Opinion of every covenant and obligation of the Servicer hereunder (to the extent Counsel each stating that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 6.19 and that all conditions precedent herein provided for relating to such transaction have been complied with and an and, in the case of the Opinion of Counsel Counsel, that such supplemental agreement is legal, valid and binding with respect to the successor entity Servicer and that such other matters as the entity surviving Deal Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer is organized to the Deal Agent; and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and 76 82 (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Amortization Event or Servicer Termination event which with notice or lapse of time would constitute an Early Amortization Event shall have occurred. Notwithstanding anything to the contrary contained herein, so long as the Servicer and the Originator are the same Person, the Servicer is permitted as part of a Conversion to assign its rights hereunder to, and the Servicer's obligations hereunder can be assumed by, another wholly-owned subsidiary of First International Bancorp, Inc. (the "Servicer Assignee") (in which case all of the provisions of this Agreement shall, to the same extent as they apply to the Servicer hereunder, apply to the Servicer Assignee rather than to the Servicer) on the condition that (a) the Servicer Assignee acquires substantially all of the Servicer's assets relating to its commercial lending business, (b) the Servicer Assignee assumes substantially all of the Servicer's liabilities relating to its commercial lending business, but expressly excluding the Servicer's deposits, (c) Deal Agent receives such documents evidencing (a) and (b) above as Deal Agent shall reasonably request, and (d) the Servicer Assignee executes and deliver to Deal Agent such amendments to this Agreement and such opinions of counsel as Deal Agent may deem necessary including, but not limited to opinions to evidence that the Servicer Assignee has assumed all of the Servicer's rights and obligations, and is bound by all of the Servicer's agreements, set forth herein. Upon such conversion, the Commitment Termination Date may be accelerated pursuant to the provisions of Section 2.1(c).

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with will keep in full effect its existence, rights and franchises as a corporation, bank or merge into association and if required by applicable law will obtain and preserve its 44 51 qualification to do business as a foreign entity, in each jurisdiction necessary to protect the validity and enforceability of this Agreement or any other of the SBA Loans and to perform its duties under this Agreement. Any Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation or into which the Servicer is may be merged or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person that acquires by conveyance succeeding to all or transfer the properties and assets substantially all of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws business of the United States Servicer, shall be an established mortgage loan servicing institution that has a net worth of at least $15,000,000 and shall be an approved SBA guaranteed lender in good standing, operating pursuant to an effective Loan Guaranty Agreement, and shall be the successor of the Servicer, hereunder, without the execution or filing of any paper or any State or further act on the District part of Columbia and shall expressly assume, by an agreement supplemental any of the parties hereto, executed and delivered anything herein to the Borrower contrary notwithstanding except as may be otherwise required by the SBA Rules and Regulations and the Multi-Party Agreement. The Servicer shall send notice of any such merger, consolidation, conversion, or succession to the Indenture Trustee, the Owner Trustee, the Administrative Agent and the SBA. Subject to the receipt of written approval from the SBA and the Administrative Agent which may be withheld in form satisfactory to the Borrower and the Administrative Agenttheir sole discretion, the performance of every covenant Servicer is permitted to assign its rights and obligation duties hereunder to, and such rights and duties can be assumed by, an affiliate of the Servicer hereunder (the "Assignee") (i) having a net worth of at least $50,000,000, (ii) which is an approved SBA guaranteed lender in good standing operating pursuant to the extent an effective Loan Guaranty Agreement (iii) that any right, covenant or obligation acquires substantially all of the Servicer's assets relating to its commercial lending business, as applicable hereunder(iv) that assumes substantially all of the Servicer's liabilities relating to its commercial lending business, is inapplicable but expressly excluding the Servicer's deposits, and (v) that executes and delivers to the successor entityAdministrative Agent and the Indenture Trustee such amendments to this Agreement and such opinions of counsel as the Administrative Agent may deem necessary including, such successor entity shall be subject but not limited to such covenant or obligationopinions to evidence that the Assignee has assumed all of the Servicer's rights and obligations, or benefit from such rightand is bound by all of the Servicer's agreements, as would applyset forth herein (in which case all of the provisions of this Agreement and the Multi-Party Agreement shall, to the same extent practicable, as they apply to such successor entity); (ii) the Servicer shall have delivered hereunder, apply to the Borrower Assignee rather than the Servicer), without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding except as may be otherwise required by the SBA Rules and Regulations and the Multi-Party Agreement. The Servicer shall send notice of any such assignment to the Indenture Trustee, the Owner Trustee, the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event shall have occurredSBA.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Agent in form satisfactory to the Borrower and the Administrative Agent, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the successor entity and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States or any State or the District of Columbia. The Borrower and the Administrative Agent shall receive prompt written notice of such merger or consolidation of the Servicer; and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event shall have occurred.

Merger or Consolidation of the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person Person, unless the Servicer is the surviving entity and unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person that acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States or any State or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and has delivered to the Borrower Deal Agent and the Administrative Agent in form satisfactory to the Borrower Backup Servicer an Officer's Certificate and the Administrative Agent, the performance an Opinion of every covenant and obligation of the Servicer hereunder (to the extent Counsel each stating that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent an Officer’s Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 6.19 and that all conditions precedent herein provided for relating to such transaction have been complied with and an and, in the case of the Opinion of Counsel Counsel, that such supplemental agreement is legal, valid and binding with respect to the successor entity Servicer and that such other matters as the entity surviving Deal Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Deal Agent; and Notwithstanding anything to the contrary contained herein, so long as the Servicer and the Originator are the same Person, the Servicer is organized permitted as part of a Conversion to assign its rights hereunder to, and existing under the laws Servicer's obligations hereunder can be assumed by, another wholly-owned subsidiary of First International Bancorp, Inc. (the "Servicer Assignee") (in which case all of the United States or any State or provisions of this Agreement shall, to the District of Columbia. The Borrower and same extent as they apply to the Administrative Agent shall receive prompt written notice of such merger or consolidation Servicer hereunder, apply to the Servicer Assignee rather than to the Servicer) on the condition that (a) the Servicer Assignee acquires substantially all of the Servicer; and 's assets relating to its commercial lending business, (iiib) after giving effect theretothe Servicer Assignee assumes substantially all of the Servicer's liabilities relating to its commercial lending business, no Early but expressly excluding the Servicer's deposits, (c) Deal Agent receives such documents evidencing (a) and (b) above as Deal Agent shall reasonably request, and (d) the Servicer Assignee executes and deliver to Deal Agent such amendments to this Agreement and such opinions of counsel as Deal Agent may deem necessary including, but not limited to opinions to evidence that the Servicer Assignee has assumed all of the Servicer's rights and obligations, and is bound by all of the Servicer's agreements, set forth herein. Upon such conversion, the Commitment Termination Event, Unmatured Termination Event or Servicer Termination Event shall have occurredDate may be accelerated pursuant to the provisions of Section 2.1(c).

Merger or Consolidation of the Servicer. The Servicer --------------------------------------- shall not consolidate with or merge into any other Person corporation or convey or transfer its properties and assets substantially as an entirety to any Person Person, unless: (i) the Person corporation formed by such consolidation or into which the Servicer is merged or the Person that which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, (x) a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia Columbia, or (y) organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Borrower and the Administrative Agent Trustee in form satisfactory to the Borrower and the Administrative AgentTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Borrower and the Administrative Agent Trustee an Officer’s 's Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.16 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is a legal, valid and binding obligation of such surviving entity, enforceable in accordance with respect to the successor entity and that the entity surviving such consolidationits terms, conveyance except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or transfer is organized and existing under the similar laws of the United States or any State or the District of Columbia. The Borrower affecting creditors' rights and the Administrative Agent shall receive prompt written notice rights of such merger creditors of national banking associations or consolidation state banking corporations and by general principles of the Servicerequity (whether considered in a suit at law or in equity); and (iii) after giving effect thereto, no Early Termination Event, Unmatured Termination Event or the Servicer Termination Event shall have occurreddelivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.