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 Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 of each year, beginning on February 28, 2006, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books and records of the Servicer 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, 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, 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. 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 February 28 of each year, beginning on February 28, 20062005, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books and records of the Servicer 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, 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, 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. 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 Receivables Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, Master Servicer and the Designated Backup Subservicer, the Insurer and each Rating AgencyMajority Noteholder, on or before February 28 October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062003, with respect to the twelve months ended the immediately preceding December 31 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 AgentIndenture Trustee, the Backup Servicer, the Designated Backup Subservicer Master Servicer and to the InsurerMajority Noteholder, 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 Receivables 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 (A) 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 foundfound and (B) a statistically significant number of randomly selected Receivables Files as determined by such Independent Accountants. In If the event such independent public accountants require long-term senior unsecured debt of AmeriCredit Corp. is rated by either Standard & Poor's or Moody's below B or B2, respectively, or if an Event of Default shall have occurred and be continuing, then the Trust Collateral Agent, Servicer will cause the Independent Accountants to deliver an Accountants' Report quarterly to the Owner Trustee, Backup the Indenture Trustee, the Master Servicer and the Majority Noteholder on or Designated Backup Subservicer to agree before January 31, April 30, July 31 and October 31 of each year with respect to the procedures to be performed by such firm in any of three months ended the reports required to be prepared pursuant to this Section 4.11immediately preceding September 30, the Servicer shall direct the Trust Collateral AgentDecember 31, TrusteeMarch 31 or June 30, 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 proceduresapplicable.

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 February 28 of each year, beginning on February 28, 20062007, with respect to the twelve months ended the immediately preceding 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, 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 the Servicer 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. 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. The On or prior to the Closing Date, the Servicer shall deliver, or cause a Ernst & Young, who may also render other services to CBC, to deliver to the Issuer, the Initial Purchaser, the Trustee, the Backup Servicer and the Rating Agency, and, for so long as CBC (or one of its Affiliates) is acting as Servicer, on or before April 30 of each year commencing in 2003, Deloitte & Touche (or another nationally recognized "big 4" firm of nationally recognized independent certified public accountants (accountants, the “"Independent Accountants”"), who may also render other services to the Servicer or to the Seller, CBC to deliver to the Issuer, the Initial Purchaser, the Trustee, the Owner Trustee, Backup Servicer and the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 of each year, beginning on February 28, 2006, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificateon which CBC's fiscal year ends), a statement (the “"Accountants’ ' Report”") addressed to the Board of Directors of the Servicer, to CBI, the Trustee, the Owner Trustee, the Trust Collateral Agent, Initial Purchaser and the Backup Servicer, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books financial statements of CBI and records of the Servicer issued its report thereon, 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; . The Servicer shall also cause such Independent Accountants to deliver an Accountants' Report (2on any date in December 2002 and each December thereafter) 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 with respect to certain agreed upon procedures to three randomly selected Servicer’s Certificates including and in substantially the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates were found. form attached hereto as Exhibit C. In the event such independent public accountants require firm requires the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11firm, the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Trustee 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 Trustee shall not made make any independent inquiry or investigation as to, and shall have no obligation or liability in respect ofto, the sufficiency, validity or correctness of such procedures. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's compliance with any of its covenants hereunder.

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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer Deal Agent and each Rating Agency, Noteholder on or before February 28 March 31 of each year, beginning on February 28March 31, 2006, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate)2008, a statement (the “Accountants’ Report”) report addressed to the Board of Directors Servicer, indicating that (i) the firm has reviewed certain Monthly Reports and documents and records relating to the servicing of the ServicerLoans, and based on such examination, such firm is of the opinion that the Monthly Reports for the preceding fiscal year were prepared in compliance with this Agreement, except for such exceptions it believes to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer be immaterial and to the Insurer, to the effect that (ii) such firm has audited applied certain agreed-upon procedures approved by the books Issuer and the Deal Agent (a copy of which is attached hereto as Schedule 2, as amended from time to time by mutual agreement of the Issuer and the Deal Agent) to certain documents and records relating to the servicing of Loans under this Agreement and compared the Servicer information contained in the Monthly Reports and the Borrowing Base Certificates and that (1) no matters came to the attention of such audit accountants that caused them to believe that such servicing was made not conducted in accordance compliance 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) this Agreement. The Independent 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, 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.119.05, the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Indenture Trustee 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 Indenture Trustee has 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. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer Servicer, the Seller or to the SellerMFN, to deliver to the Servicer, Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent, the Insurer, the Initial Purchaser, each Rating Agency and any Note Owner upon written request of such Note Owner to the Trustee or the Owner Trustee, on or before April 30, with respect to the twelve months ended the immediately preceding December 31, a statement (the "ACCOUNTANTS' REPORT") addressed to MFN, the Servicer, 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 February 28 of each year, beginning on February 28, 2006, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books and records consolidated financial statements of MFN, in which the Servicer is included as a consolidated subsidiary, and issued its report thereon 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 MFN 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 applied to three randomly selected Servicer’s 's Certificates including (which procedures shall be submitted for approval to the delinquencyControlling Party, default and loss statistics required to which approval shall not be specified therein noting whether any exceptions or errors in the Servicer’s Certificates were foundunreasonably withheld). In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer Agent 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, Backup Servicer and Designated Backup Subservicer Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Agent 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 Agent has 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 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 Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer Indenture Trustee and each Rating Agency, on or before February 28 March 31 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on February 28March 31, 20061999, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer Trustee and to the InsurerIndenture Trustee, to the effect that such firm has (i) audited the books and records financial statements of the Servicer (or, if the Servicer is a wholly owned subsidiary of another entity, the financial statements of such parent entity) and issued its report thereon and that (1) such audit was made in accordance with generally accepted auditing standardsstandards (as in effect in the jurisdiction of the Servicer or its parent entity, as applicable), which require that the Independent Accountants plan and perform the audit to obtain reasonable assurance as to whether the financial statements of the Servicer (or its parent entity, as applicable) are free of material misstatement, 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 examined management's assertion that the Servicer within maintained effective control over the meaning servicing of the Code equipment lease contracts, installment sales contracts, promissory notes, loan and security agreements and/or other similar types of Professional Ethics of receivables under servicing agreements substantially similar one to another, in accordance with established or stated criteria, and that such examination was performed in accordance with standards established by 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. In the event such independent public accountants require firm requires the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11firm, the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Indenture Trustee 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 Indenture Trustee makes no 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. 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 February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062005, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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; (2circumstances,(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, 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; provided that the portion of the Accountants’ Report described in clause (3) shall be delivered to the Insurer. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or 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, Trustee and Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Trustee and 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, Trustee and 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. 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 Designated Backup SubservicerAgents, the Insurer Administrative Agent and each Rating Agency, on or before February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062002, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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 a report on the application of agreed upon procedures (such procedures to three randomly selected be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Servicer’s Certificates Certificate including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates 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 closed an asset securitization transaction 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 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. In If an Event of Default shall have occurred and be continuing, then the event such independent public accountants require Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually to the Trustee, the Owner Trustee, the Trust Collateral Agent, Trusteethe Backup Servicer, Backup Servicer the Agents, the Administrative Agent and each Rating Agency, on or Designated Backup Subservicer to agree before April 30 and October 31 of each year with respect to the procedures 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 be performed by such firm include the statement referred to in any clause (1) of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee, 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 procedurespreceding sentence.

Annual Independent Accountants’ Report. (a) The Master Servicer shall 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 Seller, to deliver to the Trustee, Indenture Trustee and the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, Trustee on or before February 28 April 30 (or 120 days after the end of the Master Servicers fiscal year, if other than December 31) of each year, beginning on February 28April 30, 20062002, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer and to the Insurer, report to the effect that such firm has audited the books they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicers Certificates delivered pursuant to Section 4.9 during the period covered by such report with such documents and records and that, on the basis of such examination, such accountants are of the Servicer opinion that the servicing has been conducted in compliance with the terms and that (1) conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records exceptions as they believe to be immaterial and such other auditing procedures exceptions as shall be set forth in 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 statement. Such 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, 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, Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed acknowledge that the Trust Collateral AgentIndenture Trustee shall be a "non-participating party" with respect to such report, 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 or words to similar effect. The Indenture Trustee shall have not made no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiencysufficiency of such procedures. On or before April 30 of each calendar year, validity beginning with April 30, 2002, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or correctness Seller) to furnish a report to the Indenture Trustee, the Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicers Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicers computer reports which were the source of such amounts and that on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non-participating party" with respect to such report, or words to similar effect. The Indenture Trustee shall have no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency of such procedures.

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 February 28 of each year, beginning on February 28, 20062008, with respect to the twelve months ended the immediately preceding 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, 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 the Servicer United Pan Am Financial Corp. and subsidiaries 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. 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 acceptable to the Insurer (as long as no Insurer Default has occurred and is continuing), the Agent (and upon which the Controlling Party may rely) (the “"Independent Accountants”"), who may also render other services to the Servicer or to the Seller, Borrower to deliver to the TrusteeBorrower, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, Servicer and the Designated Backup Subservicer, the Insurer and each Rating AgencyInsurer, on or before February 28 March 31 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on February 28the first March 31 (or other applicable date) after the date that is six months after the Closing Date (but in no event later than March 31, 20061998), with respect to the twelve months ended the immediately preceding 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, to the Backup Servicer, the Designated Backup Subservicer Servicer and to the Insurer, to the effect that such firm has audited the books and records financial statements of the Servicer and has examined the Servicer's Certificates and issued its report thereon and that such audit/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 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 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 Servicer's and the Borrower's portfolio of automobile installment sales contracts; (4) included tests relating to auto loans 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 (5) 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, generally accepted auditing standards or paragraph four of the Program 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 's Certificates; (2) except as disclosed in the delinquencyAccountant's Report, default and loss statistics required to be specified therein noting whether any no exceptions or errors in the Servicer’s 's Certificates so examined were found. In ; (3) the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer to agree delinquency and loss information relating to the procedures to be performed by such firm Transferred Receivables contained in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee, 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. The Servicer shall will 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral AgentBackup Servicer[, the Backup Servicer, the Designated Backup Subservicer, the Insurer Insurer] and each Rating Agency, on or before February 28 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on February 28April 30, 2006, ____ with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have has elapsed from the Closing Date to the date of such certificate), a statement report (the “Accountants’ "Accountant's 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, the Designated Backup Subservicer and to the Insurer, Servicer to the effect that such firm has audited examined the Servicer's assertion that the Servicer has complied with its Minimum Servicing Standards and that such examination (1) was conducted in accordance with the Attestation Protocol, (2) included examining, on a test basis, evidence regarding Servicer's Compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the Servicer's assertion with respect to compliance with its Minimum Servicing Standards is fairly stated in all material respects or shall report the exceptions that do not permit such opinion. The Accountant's Report required by this Section 4.11 may be replaced at the election of the Servicer by any similar report or certification using standards other than the Minimum Servicing Standards or the Attestation Protocol that are now or in the future in use by servicers of retail installment sale contracts or direct purchase money loans or that otherwise comply with any rule, regulation, "no action" letter or similar guidance promulgated by the Securities and Exchange Commission. Except to the extent otherwise required by applicable law, the Servicer is not required to deliver the report hereunder if Triad is reported solely as a consolidated subsidiary and there are no separate audits of the books and records of Triad; provided, however, the Servicer is required to notify the Indenture Trustee in writing that there are no separate audits of the books and records of Triad 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 therefore the Servicer within will not be delivering 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 foundreport. In the event such independent public accountants require the Trust Collateral Agent, Trustee, 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 Notwithstanding this Section 4.11, if the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that is then acting as 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 successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report 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 proceduresits audited financial statements.

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 Designated Backup SubservicerAgents, the Insurer Administrative Agent and each Rating Agency, on or before February 28 October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062002, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer Servicer and to the InsurerAdministrative Agent, 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 a report on the application of agreed upon procedures (such procedures to three randomly selected be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Servicer’s Certificates 's Certificate including the delinquency, default 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 (which shall in no event be less than 50 or more than 190). In If the event such independent public accountants require long-term senior unsecured debt of AmeriCredit Corp. is rated by either S&P or Xxxxx'x below B+ or Ba3, respectively, or if an Event of Default shall have occurred and be continuing, then the Servicer will cause the Independent Accountants to deliver an Accountants' Report semi-annually to the Trustee, the Owner Trustee, the Trust Collateral Agent, Trusteethe Backup Servicer, Backup Servicer the Agents, the Administrative Agent and each Rating Agency, on or Designated Backup Subservicer to agree before April 30 and October 31 of each year with respect to the procedures 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 be performed by such firm include the statement referred to in any clause (1) of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee, 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 procedurespreceding sentence.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer Servicer, the Seller or to the SellerMFN, to deliver to the Servicer, Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Insurer, the Initial Purchaser, each Rating Agency and any Note Owner upon written request of such Note Owner to the Trustee or the Owner Trustee, on or before April 30, commencing April 30, 2003, with respect to the twelve months ended the immediately preceding December 31, a statement (the "ACCOUNTANTS' REPORT") addressed to MFN, the Servicer, 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 February 28 of each year, beginning on February 28, 2006, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books and records consolidated financial statements of MFN, in which the Servicer is included as a consolidated subsidiary, and issued its report thereon 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 MFN 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 if the application of Servicer has received written notice from the Insurer that the procedures required pursuant to Section 4.9(c) are no longer required, certain agreed upon procedures were applied to three randomly selected Servicer’s 's Certificates including (which procedures shall be submitted for approval to the delinquencyControlling Party, default and loss statistics required to which approval shall not be specified therein noting whether any exceptions or errors in the Servicer’s Certificates were foundunreasonably withheld). In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer Agent 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, Backup Servicer and Designated Backup Subservicer Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Agent 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 Agent has 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. 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 AgentIndenture Trustee, the Originator, the Backup Servicer, the Designated Backup SubservicerSeller, the Note Insurer and each Rating Agency, on or before February 28 within 120 days after the end of each yearfiscal year (with the first such report being delivered no later than April 30, beginning on February 28, 2006, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate1998), 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 Originator, the Backup Servicer, Servicer and the Designated Backup Subservicer and to the Note Insurer, to the effect that such firm has audited the books and records of the Servicer and issued its report thereon and that (1) 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; (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 '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 's Certificates were found. In the event such independent public accountants require firm requires the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11firm, the Servicer shall direct the Trust Collateral Agent, Backup Servicer or the Indenture Trustee, Backup Servicer and Designated Backup Subservicer as the case may be, in writing to so agree; it being understood and agreed that (x) the Trust Collateral Agent, Backup Servicer or the Indenture Trustee, as the case may be, shall notify the Servicer of any such requirement to agree and (y) the Backup Servicer or the Indenture Trustee, as the case may be, shall be entitled to conclusively rely on the written direction of the Servicer with respect thereto. The 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 Indenture Trustee shall have be under no obligation or have any liability in respect of, of the sufficiency, validity or correctness of such procedures.

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 February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062004, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup or Back-up 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, Backup Trustee and Back-up Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Trustee and Back-up 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 Trustee and Back-up 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. The Servicer shall will 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on February 28April 30, 2006, 2006 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have has elapsed from the Closing Date to the date of such certificate), a statement report (the “Accountants’ "Accountant's 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, the Designated Backup Subservicer and to the Insurer, Servicer to the effect that such firm has audited examined the Servicer's assertion that the Servicer has complied with its Minimum Servicing Standards and that such examination (1) was conducted in accordance with the Attestation Protocol, (2) included examining, on a test basis, evidence regarding Servicer's Compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the Servicer's assertion with respect to compliance with its Minimum Servicing Standards is fairly stated in all material respects or shall report the exceptions that do not permit such opinion. The Accountant's Report required by this Section 4.11 may be replaced at the election of the Servicer by any similar report or certification using standards other than the Minimum Servicing Standards or the Attestation Protocol that are now or in the future in use by servicers of retail installment sale contracts or direct purchase money loans or that otherwise comply with any rule, regulation, "no action" letter or similar guidance promulgated by the Securities and Exchange Commission. Except to the extent otherwise required by applicable law, the Servicer is not required to deliver the report hereunder if Triad is reported solely as a consolidated subsidiary and there are no separate audits of the books and records of Triad; provided, however, the Servicer is required to notify the Indenture Trustee and the Insurer in writing that there are no separate audits of the books and records of Triad 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 therefore the Servicer within will not be delivering 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 foundreport. In the event such independent public accountants require the Trust Collateral Agent, Trustee, 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 Notwithstanding this Section 4.11, if the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that is then acting as 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 successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report 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 proceduresits audited financial statements.

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 UPFC, UACC, the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Administrative/Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer Agents and each Rating Agency, on or before February 28 March 31 (or 91 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on February 28March 31, 20062005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Effective 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 Administrative/Collateral Agent, the Backup Servicer, Servicer and the Designated Backup Subservicer and to the InsurerAgents, to the effect that such firm has audited the books consolidated financial statements of UPFC and records of the Servicer issued its report thereon 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 UPFC, UACC, 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 acceptable to the Required Lenders (such procedures to be substantially similar to those set forth in the letter attached as Exhibit D hereto) to (A) three randomly selected Servicer’s Certificates Distribution Date Statements including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates Distribution Date Statements were foundfound and (B) a statistically significant number of randomly selected Contract Files. In the event that such independent public accountants Independent Accountants require the Trust Administrative/Collateral Agent, Trustee, Agent or the 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 4.118.7, the Servicer Agents shall direct the Trust Administrative/Collateral Agent, Trustee, Agent or the Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Administrative/Collateral Agent, Trustee, Agent or the Backup Servicer and Designated Backup Subservicer will deliver such letter of agreement in conclusive reliance upon the written direction of the ServicerAgents, and the Trust Administrative/Collateral Agent, Trustee, Agent or the Backup Servicer and Designated Backup Subservicer have has 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. Notwithstanding the foregoing, if CenterOne shall become the successor Servicer, such report (A) shall relate only to the Contracts and CenterOne’s servicing of the Contracts, (B) the fees and expenses of CenterOne associated therewith shall be reimbursable, and (C) the independence of the accountants shall be only with respect to CenterOne and its affiliates The Servicer shall promptly deliver to each Agent a copy of the accountants letter delivered in connection with each Take-Out Securitization.

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 February 28 of each year, beginning on February 28, 20062008, until and unless a Form 15 suspension notification has been filed with respect to the Trust, with respect to the twelve months ended the immediately preceding 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, 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 the Servicer United Pan Am Financial Corp. and subsidiaries 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. 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. The Servicer shall cause a KPMG or another firm of nationally recognized independent certified public accountants reasonably acceptable to the Agent (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 Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 June 30 of each year, beginning on February 28June 30, 20062001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) February 28 (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, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books and records of the Servicer and that issued its report thereon 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; 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 the delinquency's Certificates, default and loss statistics required to be specified therein noting whether any and, except as disclosed in such report, no errors or exceptions or errors were found in the Servicer’s Certificates were found's Certificate(s) based on the performance of such agreed upon procedures. In The Servicer shall deliver a copy of the event such independent public accountants require Accountants' Report, within 15 days of receipt, to the Trust Borrower, the Collateral Agent, Trusteethe Custodian, Backup Servicer or Designated Backup Subservicer and the Agent. If such firm requires the Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11firm, the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Agent 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 Agent shall not made make 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. Delivery of such reports, information and documents to the Agent and the Collateral Agent is for informational purposes only, and the Agent's and the Collateral Agent's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's compliance with any of its covenants hereunder.

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 February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062004, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup or Back-up 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, Backup Trustee and Back-up Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Trustee and Back-up Servicer and Designated Backup Subservicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Back to Contents Collateral Agent, Trustee, Backup Trustee and Back-up 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. 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 February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062003, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup or Back-up 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, Backup Trustee and Back-up Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Trustee and Back-up 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 Trustee and Back-up 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. 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 Servicer and each Rating Agency, on or before February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062005, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or 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, Trustee and Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Trustee and 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, Trustee and 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. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Back to Contents 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 February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062004, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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; 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 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup or Back-up 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, Backup Trustee and Back-up Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Trustee and Back-up 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 Trustee and Back-up 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 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, Administrative Agent and the Trust Collateral Agent, Rating Agencies (with a copy to the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating AgencyNoteholders), on or before February 28 April 15 of each year, beginning on February 28April 15, 20062010, with respect to the twelve (12) months ended on the immediately preceding 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, 2009), 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, the Designated Backup Subservicer Servicer and to each Trustee and the InsurerAdministrative Agent, to the effect that such firm has audited reviewed the books Servicer’s performance of its obligations under this Agreement and records of the Servicer issued its report thereon and that (1A) such audit Accountants’ Report was made in accordance with generally accepted auditing standards, (B) such Accountants’ Report included tests relating to Loans and accordingly included such tests the Receivables serviced for others in accordance with the requirements of the accounting records 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, (C) such Accountant’s Report included the results of the procedures set forth on Exhibit G (which procedures, (i) prior to the occurrence of a Rapid Amortization Event or an Event of Default, shall be subject to the Administrative Agent’s and each Noteholder’s review and right to expand or modify such other auditing procedures so long as such firm considered necessary expansion or modification does not result in the circumstances; a material increase in accounting cost to ALS, unless ALS shall consent thereto (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 Accountantssuch consent not to be unreasonably withheld), and (3ii) includes following the occurrence of a report on Rapid Amortization Event or an Event of Default, shall be subject to the application of agreed upon Administrative Agent’s and each Noteholder’s review and right to expand or modify such procedures to three randomly selected Servicer’s Certificates including as the delinquencyAdministrative and the Noteholders deem appropriate in their reasonable discretion) and (D) except as described in the Accountants’ Report, default and loss statistics required to be specified therein noting whether any disclosed no exceptions or errors in the Servicerrecords relating to equipment notes or receivables serviced for others that, in the firm’s Certificates were found. In opinion, paragraph four of the event such independent public accountants require the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer to agree to the procedures to be performed by Program requires 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, 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 proceduresreport.

Annual Independent Accountants’ Report. The Servicer shall will 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on February 28April 30, 2006, 2006 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have has elapsed from the Closing Date to the date of such certificate), a statement report (the “Accountants’ "Accountant's 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, the Designated Backup Subservicer and to the Insurer, Servicer to the effect that such firm has audited examined the Servicer's assertion that the Servicer has complied with its Minimum Servicing Standards and that such examination (1) was conducted in accordance with the Attestation Protocol, (2) included examining, on a test basis, evidence regarding Servicer's Compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the Servicer's assertion with respect to compliance with its Minimum Servicing Standards is fairly stated in all material respects or shall report the exceptions that do not permit such opinion. The Accountant's Report required by this Section 4.11 may be replaced at the election of the Servicer by any similar report or certification using standards other than the Minimum Servicing Standards or the Attestation Protocol that are now or in the future in use by servicers of retail installment sale contracts or direct purchase money loans or that otherwise comply with any rule, regulation, "no action" letter or similar guidance promulgated by the Securities and Exchange Commission. Except to the extent otherwise required by applicable law, the Servicer is not required to deliver the report hereunder if Triad is reported solely as a consolidated subsidiary and there are no separate audits of the books and records of Triad; provided, however, the Servicer is required to notify the Indenture Trustee in writing that there are no separate audits of the books and records of Triad 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 therefore the Servicer within will not be delivering 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 foundreport. In the event such independent public accountants require the Trust Collateral Agent, Trustee, 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 Notwithstanding this Section 4.11, if the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that is then acting as 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 successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report 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 proceduresits audited financial statements.

Annual Independent Accountants’ Report. The initial 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 SubservicerAgents, the Insurer Administrative Agent and each Rating Agency, on or before February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28October 31, 20062009, with respect to the twelve months ended the immediately preceding December 31 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, the Designated Backup Subservicer 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 (such procedures to three randomly selected be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Servicer’s Certificates Certificate including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates 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 closed an asset securitization transaction 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 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. In If an Event of Default shall have occurred and be continuing, then the event such independent public accountants require Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually to the Trustee, the Owner Trustee, the Trust Collateral Agent, Trusteethe Backup Servicer, Backup Servicer the Agents, the Administrative Agent and each Rating Agency, on or Designated Backup Subservicer to agree before April 30 and October 31 of each year with respect to the procedures 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 be performed by such firm include the statement referred to in any clause (1) of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee, 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 procedurespreceding sentence.

Annual Independent Accountants’ Report. The Servicer shall cause a KPMG Peat Marwick LLP or another firm of nationally recognized independent certified public accountants reasonably acceptable to the Note Insurer (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 Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on February 28April 30, 20062000, with respect to the twelve months ended the immediately preceding 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, the Designated Backup Subservicer and to the Insurer, to the effect that such firm has audited the books and records of the Servicer and that issued its report thereon 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; 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 the delinquency's Certificates, default and loss statistics required to be specified therein noting whether any and, except as disclosed in such report, no errors or exceptions or errors were found in the Servicer’s Certificates were found's Certificate(s) based on the performance of such agreed upon procedures. In The Servicer shall deliver a copy of the event such independent public accountants require Accountants' Report, within 15 days of receipt, to the Trust Collateral AgentSeller, the Owner Trustee, the Indenture Trustee, the Note Insurer, the Backup Servicer and the Rating Agency. If such firm requires the Indenture Trustee or Designated Backup Subservicer the Owner Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11firm, the Servicer shall direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer Indenture Trustee or the Owner Trustee 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 Indenture Trustee or the Owner Trustee shall not made make 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. Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only, and the Indenture Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's compliance with any of its covenants hereunder.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (cause, at its expense, the “Independent Accountants”), who may also render other services to the Servicer or to the Seller, Public Accountants to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, and the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before February 28 October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on February 28, 2006, with respect to the twelve months ended the immediately preceding December 31 June 30 (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 Agent, the Backup Servicer, the Designated Backup Subservicer 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 that 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, 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) upon the written request of the Noteholders, includes a report on the application of agreed upon procedures (such procedures to three randomly selected Servicer’s Certificates be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Monthly Report including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates Monthly Report were found. In found and (B) a statistically significant number of randomly selected receivables files relating to the event such independent public accountants require receivables serviced by the Trust Collateral Agent, Trustee, Backup Servicer or Designated Backup Subservicer to agree any of its Affiliates at such time (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 closed an asset securitization transaction and (y) the Independent Public 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 performed by less than 50 or more than 190), which are in the Servicing Portfolio, in connection with the closing of such firm transaction, then the Servicer may substitute the report on the application of agreed upon procedures to such receivables files in any lieu of the reports report otherwise required to be prepared pursuant to by this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee, 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 proceduresclause (B).

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 UPFC, UACC, the Servicer or to the SellerSellers, to deliver to the Trustee, the Owner Trustee, the Trust Administrative/Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer Agents and each Rating Agency, on or before February 28 March 31 (or 91 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on February 28March 31, 20062005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Effective 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 Administrative/Collateral Agent, the Backup Servicer, Servicer and the Designated Backup Subservicer and to the InsurerAgents, to the effect that such firm has audited the books consolidated financial statements of UPFC and records of the Servicer issued its report thereon 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 UPFC, UACC, 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 agreed upon procedures acceptable to the Required Lenders (such procedures to be substantially similar to those set forth in the letter attached as Exhibit D hereto) to (A) three randomly selected Servicer’s Certificates Distribution Date Statements including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates Distribution Date Statements were foundfound and (B) a statistically significant number of randomly selected Contract Files. In the event that such independent public accountants Independent Accountants require the Trust Administrative/Collateral Agent, Trustee, Agent or the 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 4.118.7, the Servicer Agents shall direct the Trust Administrative/Collateral Agent, Trustee, Agent or the Backup Servicer and Designated Backup Subservicer in writing to so agree; it being understood and agreed that the Trust Administrative/Collateral Agent, Trustee, Agent or the Backup Servicer and Designated Backup Subservicer will deliver such letter of agreement in conclusive reliance upon the written direction of the ServicerAgents, and the Trust Administrative/Collateral Agent, Trustee, Agent or the Backup Servicer and Designated Backup Subservicer have has 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. Notwithstanding the foregoing, if CenterOne shall become the successor Servicer, such report (A) shall relate only to the Contracts and CenterOne’s servicing of the Contracts, (B) the fees and expenses of CenterOne associated therewith shall be reimbursable, and (C) the independence of the accountants shall be only with respect to CenterOne and its affiliates The Servicer shall promptly deliver to each Agent a copy of the accountants letter delivered in connection with each Take-Out Securitization.