Common use of Participation Interest Clause in Contracts

Participation Interest. The Seller, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Issuer, on behalf of the Holders of the Notes and the Certificates, without recourse, all its right, title and interest in and to the Series 1997-2 Participation Interest free and clear of any Liens, and all monies and the collections and proceeds due thereon and any part thereof which consists of general intangibles (as defined in the UCC) (the "Owner Trust Estate"). Simultaneous therewith and in consideration thereof, the Seller shall receive from the Issuer the Securities, including the Designated Certificate, and the obligation of the Issuer to pay an amount equal to a deferred stream of payments represented by the Holdback Amount in accordance with Section 3.05 of the Indenture. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Issuer of all of its right, title and interest in and to the Series 1997-2 Participation Interest and the other property described above. In the event that the transaction set forth herein is not deemed to be a sale, the Seller hereby grants to the Issuer a security interest in all of its right, title and interest in, to and under the Owner Trust Estate, all distributions thereon and all proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Participation Interest. The Seller, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Issuer, on behalf of the Holders of the Notes and the CertificatesCertif- icates, without recourse, all its right, title and interest in and to the Series 1997-2 1 Participation Interest free and clear of any Liens, and all monies and the collections and proceeds due thereon and any part thereof which consists of general intangibles intan- gibles (as defined in the UCC) (the "Owner Trust Estate"). Simultaneous therewith and in consideration thereof, the Seller shall receive from the Issuer the Securities, including the Designated Certificate, and the obligation of the Issuer to pay an amount equal to a deferred stream of payments represented by the Holdback Amount in accordance with Section 3.05 of the Indenture. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Issuer of all of its right, title and interest in and to the Series 1997-2 1 Participation Interest and the other property described above. In the event that the transaction set forth herein is not deemed to be a sale, the Seller hereby grants to the Issuer a security interest in all of its right, title and interest in, to and under the Owner Trust Estate, all distributions thereon and all proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Participation Interest. The Seller, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Issuer, on behalf of the Holders of the Notes and the Certificates, without recourse, all its right, title and interest in and to the Series 1997-2 1 Participation Interest free and clear of any Liens, and all monies and the collections and proceeds due thereon and any part thereof which consists of general intangibles (as defined in the UCC) (the "Owner Trust Estate"). Simultaneous therewith and in consideration thereof, the Seller shall receive from the Issuer the Securities, including the Designated Certificate, and the obligation of the Issuer to pay an amount equal to a deferred stream of payments represented by the Holdback Amount in accordance with Section 3.05 of the Indenture. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Issuer of all of its right, title and interest in and to the Series 1997-2 1 Participation Interest and the other property described above. In the event that the transaction set forth herein is not deemed to be a sale, the Seller hereby grants to the Issuer a security interest in all of its right, title and interest in, to and under the Owner Trust Estate, all distributions thereon and all proceeds thereof, ; and this Trust Agreement shall constitute a security agreement under applicable law.