Common use of UPON CERTAIN TERMS Clause in Contracts

UPON CERTAIN TERMS. The Company covenants that it will not merge or consolidate with any other corporation or, other than as part of a loan securitization or sale entered into in the ordinary course of its business, sell or convey all or substantially all of its assets to any person, firm or corporation, unless (i) either the Company shall be the continuing or surviving corporation, or the successor corporation (if other than the Company) shall be a corporation organized under the laws of the United States of America or any State thereof and shall expressly assume the due and punctual payment of the Payments on all the Notes, if any are due and payable pursuant to and in accordance with the terms of the Notes and this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.