Common use of ANNUAL INDEPENDENT AUDITORS' SERVICING REPORT Clause in Contracts

ANNUAL INDEPENDENT AUDITORS' SERVICING REPORT. (a) On or before 28 February of each calendar year following the execution of this Agreement the Servicer or, if applicable, any Co-Servicer shall cause a firm of internationally recognised independent auditors (who may also render other services to the Servicer or Co-Servicer or the Transferor) to furnish a report to the Investor Beneficiaries, any Enhancement Provider and each Rating Agency to the effect that such firm has made a study and evaluation, in accordance with generally accepted auditing standards in the United Kingdom, of the Servicer's and any Co-Servicer's internal accounting controls relative to the servicing of Designated Accounts under this Agreement, and that, on the basis of such study and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer or the Co-Servicer or the Servicer's and any Co-Servicer's third party agents on its behalf relating to (in particular but without limitation) the matters referred to in Clause 2.1(d)(iii)) that the system of internal accounting controls in effect on the date set forth in such report, relating to servicing procedures performed by the Servicer and any Co-Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that would be material to the financial statements of the Servicer or Co-Servicer and that such servicing was conducted in compliance with the provisions of this Agreement during the period covered by such report (which shall be the period from 1 January of the preceding calendar year to and including 31 December of such calendar year, or for the initial period, from the Initial Closing Date until 31 December 1999), except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer or Co-Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. Unless otherwise provided with respect to any Series in a related Supplement, a further copy of such report may be obtained by any Investor Beneficiary by a request in writing to the Servicer or, if applicable, any Co-Servicer pursuant to Clause 5.4(b). (b) On or before 28 February of each calendar year following the execution of this Agreement, the Servicer or, if applicable, any Co-Servicer shall cause a firm of internationally recognised independent auditors (who may also render other services to the Servicer, any Co-Servicer, the Transferor or any Additional Transferor) to furnish a report, prepared using generally accepted auditing standards in the United Kingdom to the Investor Beneficiaries and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the Monthly Trust Cash Manager's Reports forwarded by the Trust Cash Manager or a Co-Trust Cash Manager pursuant to Clause 9.5(b) of the Declaration of Trust and Trust Cash Management Agreement during the period covered by such report (which shall be the period from 1 January of the preceding calendar year to and including 31 December of such calendar year, or for the initial period, from the Initial Closing Date until 31 December 1999) with the Servicer's or, if applicable, any Co-Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of the Servicer or Co-Servicer and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Beneficiary by a request in writing to the Servicer or, if applicable, any Co-Servicer pursuant to Clause 5.4(b).

ANNUAL INDEPENDENT AUDITORS' SERVICING REPORT. (a) 2.1 On or before 28 February 31 December of each calendar year following the execution of this Agreement the Servicer or, if applicable, any Co-Servicer shall cause a firm of internationally recognised independent auditors (who which may also render other services to the Servicer or Co-Servicer or the any Transferor or Additional Transferor) to furnish a report to the Investor Beneficiaries, any Enhancement Provider and each Rating Agency to the effect that that: (a) such firm has made a study and evaluation, in accordance with generally accepted auditing standards in the United Kingdom, of the Servicer's and any Co-Servicer's internal accounting controls relative relating to the servicing of Designated Accounts under this the Beneficiaries Servicing Agreement, and that, ; and (b) on the basis of such study and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer or the Co-Servicer or the Servicer's and any Co-Co- Servicer's third party agents on its behalf relating to (in particular but without limitation) the matters referred to in Clause 2.1(d)(iii)2.1.4(c) of the Beneficiaries Servicing Agreement) that the system of internal accounting controls in effect on the date set forth specified in such report, relating to servicing procedures performed by the Servicer and any Co-Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that would be material to the financial statements of relating to the Receivables prepared by the Servicer or Co-Servicer and that Servicer; and (c) such servicing was conducted in compliance with the provisions of this the Beneficiaries Servicing Agreement during the period covered by such report (which shall be the period from 1 January of the preceding calendar year to and including 31 December of such calendar year, or for the initial period, from the Initial Closing Date until 31 December 19992000), except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer or Co-Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. Unless otherwise provided with respect to any Series in a related Supplement, a further copy of such report may be obtained by any Investor Beneficiary by a request in writing to the Servicer or, if applicable, any Co-Servicer pursuant to Clause 5.4(b). (b) 2.2 On or before 28 February 31 December of each calendar year following the execution of this Agreement, the Servicer or, if applicable, any Co-Servicer shall cause a firm of internationally recognised independent auditors (who may also render other services to the Servicer, any Co-Servicer, the any Transferor or any Additional Transferor) to furnish a report, prepared using generally accepted auditing standards in the United Kingdom to the Investor Beneficiaries and each Rating Agency to the effect that that: (a) they have compared the mathematical calculations of each amount set forth in the Monthly Trust Cash Manager's Reports forwarded by the Trust Cash Manager or a Co-Trust Cash Manager pursuant to Clause 9.5(b) of the Declaration of Receivables Trust Deed and Trust Cash Management Agreement during the period covered by such report (which shall be the period from 1 January of the preceding calendar year to and including 31 December of such calendar year, or for the initial period, from the Initial Closing Date until 31 December 19992000) with the Servicer's or, if applicable, any Co-Servicer's computer reports which were the source of such amounts and that amounts; and (b) on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of the Servicer or Co-Servicer and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by Unless otherwise provided with respect to any Series in a related Supplement, any Investor Beneficiary may obtain a further copy of each report prepared under this Paragraph 2 by a request in writing to the Servicer or, if applicable, any Co-Servicer pursuant to Clause 5.4(b)paragraph A.16 of Schedule 2 of this Agreement.

ANNUAL INDEPENDENT AUDITORS' SERVICING REPORT. (a) 2.1 On or before 28 February 31 December of each calendar year following the execution of this Agreement the Servicer or, if applicable, any Co-Servicer shall cause a firm of internationally recognised independent auditors (who which may also render other services to the Servicer or Co-Servicer or the any Transferor or Additional Transferor) to furnish a report to the Investor Beneficiaries, any Enhancement Provider and each Rating Agency to the effect that that: (a) such firm has made a study and evaluation, in accordance with generally accepted auditing standards in the United Kingdom, of the Servicer's and any Co-Servicer's internal accounting controls relative relating to the servicing of Designated Accounts under this the Beneficiaries Servicing Agreement, and that, ; and (b) on the basis of such study and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer or the Co-Servicer or the Servicer's and any Co-Servicer's third party agents on its behalf relating to (in particular but without limitation) the matters referred to in Clause 2.1(d)(iii)2.1.4(c) of the Beneficiaries Servicing Agreement) that the system of internal accounting controls in effect on the date set forth specified in such report, relating to servicing procedures performed by the Servicer and any Co-Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that would be material to the financial statements of relating to the Receivables prepared by the Servicer or Co-Servicer and that Servicer; and (c) such servicing was conducted in compliance with the provisions of this the Beneficiaries Servicing Agreement during the period covered by such report (which shall be the period from 1 January of the preceding calendar year to and including 31 December of such calendar year, or for the initial period, from the Initial Closing Date until 31 December 19992000), except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer or Co-Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. Unless otherwise provided with respect to any Series in a related Supplement, a further copy of such report may be obtained by any Investor Beneficiary by a request in writing to the Servicer or, if applicable, any Co-Servicer pursuant to Clause 5.4(b). (b) 2.2 On or before 28 February 31 December of each calendar year following the execution of this Agreement, the Servicer or, if applicable, any Co-Servicer shall cause a firm of internationally recognised independent auditors (who may also render other services to the Servicer, any Co-Servicer, the any Transferor or any Additional Transferor) to furnish a report, prepared using generally accepted auditing standards in the United Kingdom to the Investor Beneficiaries and each Rating Agency to the effect that that: (a) they have compared the mathematical calculations of each amount set forth in the Monthly Trust Cash Manager's Reports forwarded by the Trust Cash Manager or a Co-Trust Cash Manager pursuant to Clause 9.5(b) of the Declaration of Receivables Trust Deed and Trust Cash Management Agreement during the period covered by such report (which shall be the period from 1 January of the preceding calendar year to and including 31 December of such calendar year, or for the initial period, from the Initial Closing Date until 31 December 19992000) with the Servicer's or, if applicable, any Co-Servicer's computer reports which were the source of such amounts and that amounts; and (b) on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of the Servicer or Co-Servicer and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by Unless otherwise provided with respect to any Series in a related Supplement, any Investor Beneficiary may obtain a further copy of each report prepared under this Paragraph 2 by a request in writing to the Servicer or, if applicable, any Co-Servicer pursuant to Clause 5.4(b)paragraph A.16 of Schedule 2 of this Agreement.