Common use of Annual Independent Accountants’ Report Clause in Contracts

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for each Trust and (2) except as disclosed in the delinquencyReport, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, Backup Servicer and the Backup Servicer, the Insurer and each Rating AgencyAgencies, on or before October March 31 (or 120 days after the end of each year beginning March 31, 2013, a report dated as of December 31 of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement previous year (the "“Accountants' ’ Report"”) and reviewing the Servicer’s activities during the preceding 12-month period, addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, Trustee and the Backup Servicer and to the InsurerServicer, to the effect that such firm has audited examined the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. therefor and that such examination (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report. The accountant’s report shall further state that (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 1999, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for each Trust and (2) except as disclosed in the delinquencyReport, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, Backup Servicer and the Backup Servicer, the Insurer and each Rating AgencyAgencies, on or before October March 31 (or 120 days after the end of each year beginning March 31, 2017, a report dated as of December 31 of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement previous year (the "“Accountants' ’ Report"”) and reviewing the Servicer’s activities during the preceding 12-month period, addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, Indenture Trustee and the Backup Servicer and to the InsurerServicer, to the effect that such firm has audited examined the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. therefor and that such examination (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report. The accountant’s report shall further state that (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19991998, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, Backup Servicer and the Backup Servicer, the Insurer and each Rating AgencyAgencies, on or before October March 31 (or 120 days after the end of each year beginning March 31, 2016, a report dated as of December 31 of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement previous year (the "“Accountants' ’ Report"”) and reviewing the Servicer’s activities during the preceding 12-month period, addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, Indenture Trustee and the Backup Servicer and to the InsurerServicer, to the effect that such firm has audited examined the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. therefor and that such examination (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report. The accountant’s report shall further state that (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Indenture Trustee, the Owner Trustee, the Issuer, the Grantor Trust, the Grantor Trust Trustee, the Delaware Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, Backup Servicer and the Backup Servicer, the Insurer and each Rating Agency, on or before October March 31 (or 120 days after the end of each year beginning March 31, 2012, a report dated as of December 31 of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement previous year (the "“Accountants' ’ Report"”) and reviewing the Servicer’s activities during the preceding 12-month period, addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, Trustee and the Backup Servicer and to the InsurerServicer, to the effect that such firm has audited examined the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. therefor and that such examination (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report. The accountant’s report shall further state that (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992003, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "“Accountants' ’ Report"”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19992000, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who which may also render other services to the Servicer or to the Sellerits Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Indenture Trustee and each Rating Agency, on or before October 31 (or within 120 days after the end of the Servicer's each fiscal year, if other than June 30) of each year, beginning on October commencing with the fiscal year ending December 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate)2000, a statement (the "Accountants' Report") report addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee and the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1i) such audit was made in accordance with generally accepted auditing standards, standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2ii) the firm is independent of the Seller Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and ; (3iii) includes a report on the application of agreed review in accordance with agreed-upon procedures to three randomly selected was made of the Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein noting whether any and, except as disclosed in the accountants' report, no exceptions or errors in the Servicer's Certificates were found; and (iv) a review in accordance with agreed-upon procedures was made of the Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19992000, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for each Trust and (2) except as disclosed in the delinquencyReport, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerServicer, to deliver to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Trustee and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer Issuer and to the InsurerTrustee, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , including procedures as determined by the Independent Accountants related to (2i) the firm is independent documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsservicing agreements covered thereby, including this Agreement); and (3ii) includes the delinquency and loss statistics relating to the Servicer's portfolio of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables; and except as described in the Accountant's Report, disclosed no exceptions or errors in the records relating to the contracts serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountant's Report shall further state that (1) a report on the application review of certain agreed upon procedures was performed with respect to three two randomly selected Servicer's Certificates including during the delinquencyapplicable period, default and loss statistics required to be specified therein noting whether any (2) except as disclosed in the Report, no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the any Seller, to deliver to the TrusteeIssuer, the Owner TrusteePlacement Agent, the Trust Collateral AgentTrustee, the Backup Servicer, the Noteholders, the Security Insurer and each Rating Agency, on or before October 31 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31April 30, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date (or the date a successor Servicer began to act as Servicer hereunder) to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon thereon, and if FEFG is the Servicer in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. FEFG, and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , (2) the firm is independent of the Seller Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any and except as disclosed in the Accountants' Report, no exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) February 28 of each year, beginning on October 31February 28, 1999200 , with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement an attestation report (the "“Accountants' ’ Report"”) in compliance with Item 1122(b) of Regulation AB (17 CFR 229.1122(b)), addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer Servicer, the Designated Backup Subservicer and to the Insurer, providing information as required by Item 1122(b) of Regulation AB (17 CFR 229.1122(b)), and a statement to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found. In the event such independent public accountants require the Trust Collateral Agent, Trustee, the Servicer, Backup Servicer or Designated Backup Subservicer to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee, the Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Accountants’ Report. (a) The Servicer shall shall, at its expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, Servicer and the Insurer and each Rating AgencyInsurer, on or before October 31 March 30 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31March 30, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer Agent and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that such audit (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsservicing agreements covered thereby, and including this Agreement); (3) includes included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for the delinquencyTrust; (2) except as disclosed in the Report, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found; and (3) the delinquency and loss information relating to the Receivables contained in the Servicer Certificates were found to be accurate.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19992003, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19991997, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall shall, at its own expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Servicer or to the SellerTransferor, to deliver to the each Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each the Rating AgencyAgencies (with a copy to the Noteholders), on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) April 15 of each year, beginning on October 31April 15, 19992006, with respect to the twelve months ended on the immediately preceding June 30 December 31 (or other applicable date) (or or, with respect to the first such other report, such period as shall have elapsed from the Closing Date to the date of such certificateDecember 31, 2005), a statement report (the "“Accountants' ’ Report"”) addressed to the Board board of Directors directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to each Trustee and the Insurer, to the effect that such firm has audited reviewed the books and records Servicer’s performance of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, its obligations under this Agreement and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1A) such audit Accountants’ Report was made in accordance with generally accepted auditing standards, standards and accordingly included such tests the requirements of the accounting records Ambac Insurance Agreement, (B) such Accountants’ Report included tests relating to Loans and such other auditing the Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the “Program”), to the extent the procedures as such firm considered necessary in the circumstances; Program are applicable to the servicing obligations set forth in this Agreement, (2C) such Accountant’s Report included the firm is independent results of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, procedures set forth on Exhibit G and (3D) includes a report on except as described in the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquencyAccountants’ Report, default and loss statistics required to be specified therein noting whether any disclosed no exceptions or errors in the Servicer's Certificates were foundrecords relating to equipment notes or receivables serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992006, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors copy of the Servicer, to Form 10-K filed with the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer United States Securities and to the Insurer, to the effect that such firm has audited the books and records of Exchange Commission for AmeriCredit Corp., in which the Servicer is included as filing includes a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and statement that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent or the Backup Servicer, to issue an acknowledgement to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, ; and (3) includes to deliver to MBIA, upon the request of MBIA, such request not being more often than annually, a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19992000, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerServicer, to deliver to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Trustee and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 1999, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer Issuer and to the InsurerTrustee, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , including procedures as determined by the Independent Accountants related to (2i) the firm is independent documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsservicing agreements covered thereby, including this Agreement); and (3ii) includes the delinquency and loss statistics relating to the Servicer's portfolio of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables; and except as described in the Accountant's Report, disclosed no exceptions or errors in the records relating to the contracts serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountant's Report shall further state that (1) a report on the application review of certain agreed upon procedures was performed with respect to three two randomly selected Servicer's Certificates including during the delinquencyapplicable period, default and loss statistics required to be specified therein noting whether any (2) except as disclosed in the Report, no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentCustodian, the Backup Servicer, the Insurer Servicer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19992003, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board board of Directors directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the InsurerCustodian, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. or has audited such other books and records as may be necessary for a Servicer other than AmeriCredit Canada, and that (1i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , (2ii) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3iii) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall shall, at its own expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Servicer or to the Seller, to deliver to the each Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each the Rating AgencyAgencies (with a copy to the Initial Purchaser), on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) April 15 of each year, beginning on October 31April 15, 1999, 2001 with respect to the twelve months ended on the immediately preceding June 30 December 31 (or other applicable date) (or or, with respect to the first such other report, such period as shall have elapsed from the Closing Date to the date of such certificateDecember 31, 2000), a statement report (the "Accountants' Report") addressed to the Board board of Directors directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to each Trustee and the Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the initial Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit (A) was made in accordance with generally accepted auditing standards, standards and accordingly included such tests the requirements of the accounting Ambac Insurance Agreement, (B) included tests relating to Equipment Notes serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and (C) except as described in the report, disclosed no exceptions or errors in the records and such other auditing procedures as relating to equipment notes serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm considered necessary in the circumstances; (2) to report. The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. A copy of the Accountants' Report may be obtained by any Noteholder or any Certificateholder by a request in writing to the Issuer addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, respectively. For so long as ALS is the Servicer, the Servicer shall also deliver to the Insurer (i) within 95 days of the Servicer's fiscal year end the Servicer's annual Form 10-K report for such year and (3ii) includes within 50 days after the end of each of the Servicer fiscal quarters (other than its fiscal year end) the Servicer's Form 10-Q report for such quarter or if the Servicer is no longer a reporting company under the Securities Exchange Act of 1934, a report on containing all the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics information required to be specified therein noting whether any exceptions contained in a Form 10-K or errors in 10-Q report, as applicable, if it were such a reporting company. In the event that ALS is not the Servicer's Certificates , if such Servicer shall not be, or not be a wholly-owned subsidiary of, a reporting company under the Securities Exchange Act of 1934, the Servicer shall within 95 days after the end of each of its fiscal years, and within 50 days after the end of each of its fiscal quarters (other than a fiscal year end), deliver to the Insurer a report containing all the information required to be contained in a Form 10-K or Form 10-Q, respectively, if it were foundsuch a reporting company.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Insurer JPMD and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19991997, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Insurer, JPMD to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstancescircumstances including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for each Trust and (2) except as disclosed in the delinquencyReport, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Insurer Xxxxxx and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Initial Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Insurer, Xxxxxx to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstancescircumstances including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and to report. The Accoutants' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for each Trust and (2) except as disclosed in the delinquencyReport, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who which may also render other services to the Servicer or to the Sellerits Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Indenture Trustee and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) March 15 of each year, beginning on October 31March 15, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate)2005, a statement (the "Accountants' Report") report addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee and the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1i) such audit was made in accordance with generally accepted auditing standards, standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2ii) the firm is independent of the Seller Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and ; (3iii) includes a report on the application of agreed review in accordance with agreed-upon procedures to three randomly selected was made of the Servicer's Certificates relating to the preceding calendar year (or, in the case of the first such report, the period from the Closing Date through December 31 of such year), including the delinquency, default and loss statistics required to be specified therein noting whether any and, except as disclosed in the accountants' report, no exceptions or errors in the Servicer's Certificates were found; and (iv) a review in accordance with agreed-upon procedures was made of the Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992006, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors copy of the Servicer, to Form 10-K filed with the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer United States Securities and to the Insurer, to the effect that such firm has audited the books and records of Exchange Commission for AmeriCredit Corp., in which the Servicer is included as filing includes a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and statement that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and (2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer or the Insurer, to issue an acknowledgement to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 1999, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.for each Trust and

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the any Seller, to deliver to the TrusteeIssuer, the Owner TrusteePlacement Agent, the Trust Collateral AgentTrustee, the Backup Servicer, the Noteholders, the Security Insurer and each Rating Agency, on or before October 31 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31April 30, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date (or the date a successor Servicer began to act as Servicer hereunder) to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon thereon, if FEFG is the Servicer, in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. FEFG and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , (2) the firm is independent of the Seller Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any and except as disclosed in the Accountants' Report, no exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19992000, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.for each Trust and

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992004, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "“Accountants' ’ Report"”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found.

Annual Independent Accountants’ Report. (a) The Master Servicer shall shall, at its expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Master Servicer or to the SellerTransferor, to deliver to the Trustee, the Owner TrusteeCertificate Insurer, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 March 30 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than June March 30) of each year, beginning on October 31, 1999, the first March 30 (or other applicable date) after the date that is six months after the Closing Date with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors general partner of the Master Servicer, to the Trustee, and the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Certificate Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Master Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that such audit (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the Seller pooling and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsservicing agreements covered thereby, and including this Agreement); (3) includes included an examination of the delinquency and loss statistics relating to the Trust's portfolio of automobile installment sales contracts; and (4) except as described in the Accountant's Report, disclosed no exceptions or errors in the records relating to the automobile and light truck loans serviced that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for the delinquencyTrust; and (2) except as disclosed in the Report, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19991996, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the either Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Agents and each Rating Agencythe Administrative Agent, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992008, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "“Accountants' ’ Report"”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes if requested by the Administrative Agent, as directed by one or more of the Agents for delivery to the Agents, a report on the application of agreed upon procedures to three randomly selected (A) the most recent Servicer's Certificates ’s Certificate including the delinquency, default delinquency and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates ’s Certificate were foundfound and (B) a statistically significant number of randomly selected receivables files relating to the Servicing Portfolio which have been originated within the 12 months prior to the date of such report (which shall in no event be less than 50 or more than 190), provided that if (x) within the 120 days prior to the date such Accountant’s Report is due, AmeriCredit shall have completed a Take-Out Securitization and (y) the Independent Accountants shall have issued a report on the application of agreed upon procedures to a statistically significant number of randomly selected receivables files (which shall in no event be less than 50 or more than 190), which are in the Prime Servicing Portfolio or Near-Prime Servicing Portfolio, in connection with the closing of such transaction, then the Servicer may substitute the report on the application of agreed upon procedures to such receivables files in lieu of the report required by clause (B) hereof. If an Event of Default shall have occurred and be continuing, and upon request by the Administrative Agent, as directed by one or more of the Agents for delivery to the Agents, the Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually on or before April 30 and October 31 of each year with respect to the six months ended the immediately preceding December 31 or June 30, as applicable; provided, however, that any Accountants’ Report due on or before April 30 is not required to include the statement referred to in clause (1) of the preceding sentence.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19991996, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any and except as disclosed in the Accountants' Report, no exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer, the Backup Servicer or to the Seller, to deliver to the Trustee, the Owner Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Servicer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 19992003, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the InsurerTrustee, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a KPMG Peat Marwick LLP or another firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerServicer, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31April 30, 1999, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that that: (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes . The Servicer shall also cause the Independent Accountants to deliver to the Servicer on such dates a report on letter to the application of effect that certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates including (or, for the delinquencytwelve months ending December 31, default and loss statistics required to be specified therein noting whether any ____, the Servicer's Certificate for the December ____ Collection Period), and, except as disclosed in such report, no errors or exceptions or errors were found in the Servicer's Certificates were foundCertificate(s) based on the performance of such agreed upon procedures. The Servicer shall deliver a copy of the Accountants' Report, within 15 days of receipt, to the Seller, the Owner Trustee, the Indenture Trustee[, the Backup Servicer] and the Rating Agency.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Servicer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992003, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "“Accountants' ’ Report"”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, Agent and the Backup Servicer and to the InsurerServicer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19991997, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public to report. The Accountants, and ' Report shall further state that (31) includes a report on the application of review in accordance with agreed upon procedures to was made of three randomly selected Servicer's Certificates including for each Trust and (2) except as disclosed in the delinquencyReport, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer's Certificates so examined were found.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992005, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors copy of the Servicer, to Form 10-K filed with the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer United States Securities and to the Insurer, to the effect that such firm has audited the books and records of Exchange Commission for AmeriCredit Corp., in which the Servicer is included as filing includes a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and statement that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , (2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer or the Insurer, to issue an acknowledgement to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes to deliver to the Insurer a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found.

Annual Independent Accountants’ Report. The Servicer shall cause a KPMG Peat Marwick LLP or another firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerServicer, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31April 30, 1999, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that that: (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes . The Servicer shall also cause the Independent Accountants to deliver to the Servicer on such dates a report on letter to the application of effect that certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates including (or, for the delinquencytwelve months ending December 31, default and loss statistics required to be specified therein noting whether any ____, the Servicer's Certificate for the December ____ Collection Period), and, except as disclosed in such report, no errors or exceptions or errors were found in the Servicer's Certificates were foundCertificate(s) based on the performance of such agreed upon procedures. The Servicer shall deliver a copy of the Accountants' Report, within 15 days of receipt, to the Seller, the Trustee[, the Backup Servicer] and the Rating Agency.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a KPMG Peat Marwick or another firm of nationally recognized independent certified public accountants acceptable to the Note Insurer (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerIssuer, to deliver to the TrusteeIssuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Note Insurer and each Rating Agency, on or before October 31 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31April 30, 19991997, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") ), addressed to the Board of Directors of the Servicer, to the Issuer, the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Note Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that that: (1i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2ii) the firm is independent of the Seller Issuer and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, ; and (3iii) includes a report on the application of certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates (including a reconciliation of all amounts set forth in such Servicer's Certificates) and the delinquency, default and loss statistics required to be specified therein noting whether any only exceptions or errors in the Servicer's Certificates were foundfound therein are set forth in such report.

Annual Independent Accountants’ Report. The Servicer -------------------------------------- shall cause a firm of nationally recognized independent certified public accountants (accountants, reasonably acceptable to the "Independent Accountants")Note Insurer, who which may also render other services to the Servicer or to the Sellerits Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Note Insurer and each Rating Agency, on or before October 31 (or within 120 days after the end of each fiscal year (or, in the Servicer's fiscal yearcase of the first such report, if other not later than June April 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") report addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Note Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1i) such audit was made in accordance with generally accepted auditing standards, standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2ii) the firm is independent of the Seller Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and ; (3iii) includes a report on the application of agreed review in accordance with agreed-upon procedures to three randomly selected was made of the Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein noting whether any and, except as disclosed in the accountants' report, no exceptions or errors in the Servicer's Certificates were found; and (iv) a review in accordance with agreed-upon procedures was made of the Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or to the SellerServicer, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) 30 of each year, beginning on October 31June 30, 1999[ ], with respect to the twelve months fiscal year ended the immediately preceding June 30 (or other applicable date) March 31 (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "AccountantsACCOUNTANTS' ReportREPORT") addressed to the Board of Directors of the Servicer, to the Indenture Trustee, to the Owner TrusteeIndenture Trustee for the benefit of the Noteholders, the Trust Collateral Agent, to the Backup Servicer Servicer, to the Insurer and to the Insurereach Rating Agency, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that such audit: (1i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , (2ii) included tests relating to auto loans serviced for others in accordance with the firm is independent requirements of the Seller and Uniform Single Audit Program for Mortgage Bankers (the Servicer within "PROGRAM"), to the meaning extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement, (iii) included an examination of the Code delinquency and loss statistics relating to the Servicer's portfolio of Professional Ethics of automobile and light-duty truck installment sales contracts (setting forth the American Institute of Certified Public Accountants, statistics so reviewed); and (3iv) includes a report on except as described in the application of report, disclosed no exceptions or errors in the records relating to automobile and light-duty truck loans serviced for others that, in the firm's opinion, the Program requires such firm to report. The Accountants' Report shall further state that (i) certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates including the delinquencyCertificates, default and loss statistics required to be specified therein noting whether any (ii) except as disclosed in such report, no errors or exceptions or errors were found in the Servicer's Certificates based on the performance of such agreed upon procedures, and (iii) the delinquency and loss information relating to the Receivables contained in the Servicer Certificates were foundfound to be accurate.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992006, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "Accountants' Report") addressed to the Board of Directors copy of the Servicer, to Form 10-K filed with the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer United States Securities and to the Insurer, to the effect that such firm has audited the books and records of Exchange Commission for AmeriCredit Corp., in which the Servicer is included as filing includes a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and statement that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer or the Insurer, to issue an acknowledgement to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, ; and (3) includes to deliver to the Insurer, upon the request of the Insurer, such request not being more often than annually, a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found.