Common use of Review Scope Clause in Contracts

Review Scope. The review conducted by the Asset Representations Reviewer pursuant to this Agreement is designed to determine whether certain Accounts and Receivables were not in compliance with the Covered Representations made with respect thereto by the Representation Parties in the Transaction Documents. The Review is not designed to determine any of the following: (a) Reason for delinquency; (b) Creditworthiness of the obligor, either at the time of the Review or as of the Account or Receivable creation date; (c) Overall quality of any Review Account or Review Receivable; (d) Whether the applicable Servicer has serviced any Account and/or Receivable in compliance with the Pooling and Servicing Agreement; (e) Whether noncompliance with the representations or warranties constitutes a breach of the provisions of any of the Transaction Documents; (f) Whether the Accounts or Receivables were in compliance with the representations and warranties set forth in the Transaction Documents, except as expressly described in this Agreement; or (g) To establish cause, materiality or recourse in the case of any failed Test as described in Section 3.05. The Parties acknowledge that certain representations and warranties made by the Representation Parties in the Transaction Documents contain materiality thresholds, for example, where a breach of the representation or warranty is conditioned upon the failure to comply having an Adverse Effect. The Asset Representations Reviewer will not make any determination as to materiality, including any determination as to whether any deviation from or noncompliance with the requirements of a particular representation or warranty has or may have an Adverse Effect. Any such determination will be made by the applicable Representation Party.

Review Scope. The review conducted by the Asset Representations Reviewer pursuant to this Agreement is designed to determine whether certain Accounts and Receivables were not in compliance with the Covered Representations made with respect thereto by the Representation Parties in the Transaction Documents. The Review is not designed to determine any of the following: (a) Reason for delinquency; (b) Creditworthiness of the obligor, either at the time of the Review or as of the Account or Receivable creation date; (c) Overall quality of any Review Account or Review Receivable; (d) Whether the applicable Servicer has serviced any Account and/or Receivable in compliance with the Pooling and Servicing Agreement; (e) Whether noncompliance with the representations or warranties constitutes a breach of the provisions of any of the Transaction Documents; (f) Whether the Accounts or Receivables were in compliance with the representations and warranties set forth in the Transaction Documents, except as expressly described in this Agreement; or (g) To establish cause, materiality or recourse in the case of any failed Test as described in Section 3.05. The Parties acknowledge that certain representations and warranties made by the Representation Parties in the Transaction Documents contain materiality thresholds, for example, where a breach of the representation or warranty is conditioned upon the failure to comply having an Adverse Effect. The Asset Representations Reviewer will not make any determination as to materiality, including any determination as to whether any deviation from or noncompliance with the requirements of a particular representation or warranty has or may have an Adverse Effect. Any such determination will be made by the applicable Representation PartyTRS.