Common use of Annual Independent Accountants’ Report Clause in Contracts

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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Sellerits Affiliates, to deliver to the Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Collateral Agent, the Insurer, the Backup Servicer, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2008, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on April the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the Insurer, the Backup Servicer and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2008, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause a firm of Independent Accountants, who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, 2001beginning on October 31, 2008, 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 certificate (which period shall not be less than six months)), a report copy of the Form 10-K filed with the United States Securities and Exchange Commission for AmeriCredit Corp., which filing includes a statement that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer or the Insurer, to issue an acknowledgement to the effect that they have examined certain documents such firm has audited the books and records relating of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; and (3) to deliver to the servicing Insurer, upon the request of Receivables under this Agreement the Insurer, such request not being more often than annually, a report on the application of agreed upon procedures to three randomly selected Servicer’s Certificates including the delinquency, default and each Series Supplement, compared the information contained loss statistics required to be specified therein noting whether any exceptions or errors in the Master Servicer's ’s 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 procedureswere found. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2018 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2017-3 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

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 SellerServicer, to deliver to the Indenture Issuer, the Trustee and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011998, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Issuer and to the Trustee, to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (i) the documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); and (ii) the delinquency and loss statistics relating to the Servicer's portfolio of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables; and except as described in the Accountant's Report, disclosed no exceptions or errors in the records relating to the servicing of Receivables under this Agreement and each Series Supplementcontracts serviced for others that, compared the information contained in the Master firm's opinion, generally accepted auditing standards requires such firm to report. The Accountant's Report shall further state that (1) a review of certain agreed upon procedures was performed with respect to two randomly selected Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 toperiod, and shall have (2) except as disclosed in the Report, no obligation exceptions or liability errors in respect of, the sufficiency of such proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Contributor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder (or before April 30 by any Note Owner, upon certification that such Person is a Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services request in writing to the Master Servicer or Seller) to furnish a report Trustee addressed 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2021, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2021, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2021 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2020-1 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2022, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2022, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2022 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2021-1 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) February 28 of each year, beginning on April 30February 28, 20012005, 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 report 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 they have examined certain documents such firm has audited the books and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion Servicer and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as 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 be set forth direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture Trustee shall and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2018 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2017-1 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20012000, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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- 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. (b) On or before April 30 of each calendar year, beginning with April 30, 20012000, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2019, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2019, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2019 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2018-1 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Master Servicer or to the Seller, to deliver to the Indenture Trustee Issuer, and the Owner Trustee Rating Agencies, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) August 15 of each year, beginning on April 30August 15, 2001, 2004 with respect to the twelve months ended on the immediately preceding December 31 June 30 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that they have examined certain documents such firm has audited the financial statements of the Servicer and records issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards, (ii) included tests relating to automotive 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 of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as obligations set forth in Articles IV and V of this Agreement and the applicable provisions Pooling and Servicing Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of each Series Supplementthe Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, except for such exceptions as they believe the Servicer shall direct the Owner Trustee in writing to be immaterial so agree; it being understood and such other exceptions as shall be set forth in such statement. Such report shall acknowledge agreed that the Indenture Owner Trustee shall be a "non- participating party" with respect to will deliver such report, or words to similar effect. The Indenture letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee shall have makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause Certificateholder by a firm of nationally recognized independent public accountants (who may also render other services request in writing to the Master Servicer or Seller) to furnish a report Issuer addressed to the Indenture Trustee, the Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations Corporate Trust Office of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresOwner Trustee.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the Sellerits Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and the Owner Trustee on or before April 30 (or each Rating Agency, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2003, a report addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) 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; (ii) the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, if other than December 31) of each yearincluding the delinquency, beginning on April 30default and loss statistics required to be specified therein and, 2001except as disclosed in the accountants' report, with respect to the twelve months ended the immediately preceding December 31 (no exceptions or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained errors in the Master Servicer's Certificates delivered pursuant were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to Section 4.9 during such compliance were found. In rendering its report such firm may rely, as to matters relating to the period covered servicing of the Receivables by such report with such documents and records and thatany Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of such examination, such accountants are of the opinion that the servicing has been examinations conducted in compliance accordance with the terms and conditions as set forth in Articles IV and V same standards (rendered within one year of this Agreement and the applicable provisions of each Series Supplement, 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" report) 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 proceduresthose Subservicers. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2016, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2016, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2016 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2015-3 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2022, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2022, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2022 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2021-2 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2016, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2016, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2016 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2015-1 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2016, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2016, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2016 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2015-2 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

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 Indenture Trustee and the Owner Trustee Deal Agent, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's fiscal year’s Fiscal Year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012005, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer and to the Deal Agent, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of Receivables under this Agreement AmeriCredit Corp. and each Series Supplementthat (1) such audit was made in accordance with generally accepted auditing standards, compared and accordingly included such tests of the information contained accounting records and such other auditing procedures as such firm considered necessary in the Master Servicer's Certificates delivered pursuant to Section 4.9 during circumstances; (2) the period covered by such firm is independent of the Originator, the Borrower 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 with such documents and records and that, on the basis application of agreed upon procedures (such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as procedures to be substantially similar to those set forth in Articles IV the letter attached as Exhibit XIII hereto) to (A) the most recent Servicer’s Certificate including the delinquency, default and V loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (B) a statistically significant number of randomly selected receivables files, selected from the entire pool of receivables that are serviced by the Servicer or any of its Affiliates as of such date (whether or not thereafter sold or disposed of) (the “Servicing Portfolio”), that 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 on which 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 this Agreement clause (B). If the 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 Termination Event shall have occurred and be continuing, then the Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually to the Collateral Agent and the applicable provisions of each Series SupplementDeal Agent and the Backup Servicer, 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. (b) On on or before October 31 and April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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" year with respect to such reportthe six months ended the immediately preceding June 30 or December 31, or words as applicable; provided, however, that any Accountants’ Report due on April 30 is not required to similar effect. The Indenture Trustee shall have no duty include the statement referred to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, clause (1) of the sufficiency of such procedurespreceding sentence.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2022, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2022, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2022 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2021-3 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2021, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2021, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2021 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2020-2 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Owner Trustee Collateral Agent, on or before April 30 March 31 (or 120 90 days after the end of the Master Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2020, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer's , providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2020, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30, 2020 (or one-hundred and twenty (120) days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2020 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2019-2 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) February 28 of each year, beginning on April 30February 28, 20012007, 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), 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 report statement to the effect that they have examined certain documents such firm has audited the books and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion Servicer and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as 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 be set forth direct the Trust Collateral Agent, Trustee, the Backup Servicer and Designated Backup Subservicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture Trustee shall and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Owner Trustee, the Indenture Trustee Trustee, the Backup Servicer, the Security Insurer and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20012000, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee, the Indenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the servicing Servicer's portfolio of Receivables under this Agreement automobile installment sales contracts; and each Series Supplement, compared the information contained except as described in the Master statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates delivered pursuant to Section 4.9 during for each Trust and (2) except as disclosed in the period covered by such report with such documents and records and thatReport, on no exceptions or errors in the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder (or before April 30 by any Note Owner, upon certification that such Person is a Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2018 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2017-2 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause the 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 Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2017, a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (b) Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2017, a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or 120 one-hundred and twenty (120) days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2017 with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 2016-2 Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of GM Financial, in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of GM Financial and that (i) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as shall be set forth such firm considered necessary 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 tocircumstances, and shall have no obligation or liability in respect of, (ii) the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Servicer within 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, meaning of the sufficiency Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) February 28 of each year, beginning on April 30February 28, 20012006, 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 report 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 they have examined certain documents such firm has audited the books and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion Servicer and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as 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 be set forth direct the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture Trustee shall and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) February 28 of each year, beginning on April 30February 28, 2001200 , 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), 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 report statement to the effect that they have examined certain documents such firm has audited the books and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion Servicer and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as 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 be set forth direct the Trust Collateral Agent, Trustee, the Backup Servicer and Designated Backup Subservicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture Trustee shall and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Owner Trustee, the Indenture Trustee Trustee, the Backup Servicer, the Security Insurer and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011997, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee, the Indenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the servicing Servicer's portfolio of Receivables under this Agreement automobile installment sales contracts; and each Series Supplement, compared the information contained except as described in the Master statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates delivered pursuant to Section 4.9 during for each Trust and (2) except as disclosed in the period covered by such report with such documents and records and thatReport, on no exceptions or errors in the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Certificateholder or before April 30 Noteholder (or by any Certificate Owner or Note Owner, upon certification that such Person is a Certificate Owner or Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Master Servicer Servicer, the Seller or to the SellerMFN, to deliver to the Indenture Trustee and 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 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)31, a report 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, and to the Insurer, to the effect that they have examined certain documents such firm has audited the 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 relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained such other auditing procedures as such firm considered necessary in the Master circumstances, (2) the firm is independent of MFN and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) certain agreed upon procedures were applied to three randomly selected Servicer's Certificates delivered (which procedures shall be submitted for approval to the Controlling Party, which approval shall not be unreasonably withheld). In the event such independent public accountants require the Trust 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 4.9 during 4.11, the period covered by Servicer shall direct the Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such report with such documents and records and that, on letter of agreement in conclusive reliance upon the basis of such examination, such accountants are direction of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement Servicer, and the applicable provisions of each Series Supplement, 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 Trust Collateral Agent has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master 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 Master Servicer or to the Seller, Public Accountants to deliver to the Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report to the Indenture Trustee, the Master Servicer Agent, and the Backup Servicer, on or before April 30th of each Rating Agency year, with respect to such fiscal year, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer, to the effect that they have compared such firm has audited the mathematical calculations financial statements of each amount the Servicer and issued its report thereon and that such audit: (i) 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; (ii) included tests relating to the servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such accountants are this Agreement; (iii) included an examination of the opinion that delinquency and loss statistics relating to the Servicer’s portfolio of automobile installment sales contracts; and (iv) except as described in the statement, disclosed no exceptions or errors in the records relating to automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such amounts are firm to report. The Accountants’ Report shall further state that: (1) a review in agreementaccordance with agreed upon procedures was made of three randomly selected Monthly Servicer Reports; (2) except as disclosed in the Accountants’ Report, except for such no exceptions as they believe or errors in the Monthly Servicer Reports so examined were found; and (3) the delinquency and loss information relating to the Receivables contained in the Monthly Servicer Reports were found to be immaterial and such other exceptions accurate. (b) Notwithstanding the foregoing, if the Backup Servicer is acting as successor Servicer, it shall only be set forth in such statement. Such report shall acknowledge that required to deliver to the Indenture Trustee shall be a "non-participating party" Trustee, the Agent and the Noteholders, on or before April 15th of each year, with respect to the most recently ended fiscal year of the Backup Servicer, a copy of its annual SAS-70 and its audited financial statements for 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 proceduresfiscal year.

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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001____, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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- 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001____, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall shall, at its expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Master Servicer or to the Seller, to deliver to the COLT Owner Trustee, the COLT Indenture Trustee Trustee, the COLT 200_-__ Secured Noteholders and the Owner Trustee COLT 200_-__ Certificateholder on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) March 15 of each year, beginning on April 30March 15, 2001, 200 with respect to the twelve 12 months ended on the immediately preceding December 31 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Series 200_-__ Closing Date to the date of such certificate), a report (the "Accountant's Report") addressed and delivered to the Board of Directors of the Servicer and to the COLT Indenture Trustee and the COLT Owner Trustee. The Accountant's Report shall contain a report to the effect that they have such firm has 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 Servicer's Certificates delivered pursuant to Section 4.9 during assertion that the period covered by Servicer has complied with its Minimum Servicing Standards and that such report examination: (i) was conducted in accordance with such documents the Attestation Protocol and records and that(ii) included examining, on a test basis, evidence regarding the basis of such examination, such accountants are of the Servicer's compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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" 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 reportopinion. In the event that such firm requires the COLT Owner Trustee to agree to the examination performed by such firm, or words the Servicer shall direct the COLT Owner Trustee in writing to similar effect. The Indenture so agree; it being understood and agreed that the COLT Owner Trustee shall have will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the COLT Owner Trustee makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such proceduresexamination. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Owner Trustee, the Indenture Trustee Trustee, the Backup Servicer, Xxxxxx and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011998, 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 Initial Closing Date to the date of such certificate), a report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee, the Indenture Trustee, the Backup Servicer and to Xxxxxx to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the servicing Servicer's portfolio of Receivables under this Agreement automobile installment sales contracts; and each Series Supplement, compared the information contained except as described in the Master statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accoutants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates delivered pursuant to Section 4.9 during for each Trust and (2) except as disclosed in the period covered by such report with such documents and records and thatReport, on no exceptions or errors in the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Certificateholder or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause Noteholder by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Master Servicer or to the SellerAFL, to deliver to the Indenture Trustee Servicer, the Backup Servicer, the Borrower, the Collateral Agent and the Owner Trustee Agent, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011999, 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 report statement (the "ACCOUNTANTS' REPORT") addressed to the Servicer, the Collateral Agent and the Agent, to the effect that they have examined certain documents such firm has audited the financial statements of the Servicer and issued its report thereon and that (i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained such other auditing procedures as such firm considered necessary in the Master circumstances, (ii) certain agreed upon procedures were applied to three randomly selected Servicer's Certificates delivered (which procedures shall be submitted for approval to the Agent, which approval shall not be unreasonably withheld) and (iii) the firm is independent of AFL and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (b) The Servicer shall deliver a copy of the Accountants' Report, within 15 days of receipt, to the Agent and the Backup Servicer. (c) In the event such Independent Accountants require the Collateral Agent or the Backup Servicer to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to Section 4.9 during this SECTION 8.11, the period covered by Servicer shall direct the Collateral Agent or the Backup Servicer, in writing to so agree; it being understood and agreed that the Collateral Agent and/or the Backup Servicer will deliver such report with such documents and records and that, on letter of agreement in conclusive reliance upon the basis of such examination, such accountants are direction of the opinion that Servicer, and neither the servicing Collateral Agent nor the Backup Servicer has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master 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 Master Servicer or to the Seller, CBC to deliver to the Indenture Trustee Issuer, the Initial Purchaser, the Trustee, the Backup Servicer and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001Rating Agency, with respect to the twelve months ended the immediately preceding December 31 (or other applicable datedate on which CBC's fiscal year ends), a report statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, CBI, the Trustee, the Initial Purchaser and the Backup Servicer, to the effect that they have examined certain documents such firm has audited the financial statements of CBI and records relating to the servicing of Receivables under this Agreement issued its report thereon, and each Series Supplementthat such audit was made in accordance with generally accepted auditing standards, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by and accordingly included such report with such documents and records and that, on the basis of such examination, such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as such firm considered necessary in the circumstances. The Servicer shall be set forth also cause such Independent Accountants to deliver an Accountants' Report (on any date in such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non- participating party" December 2002 and each December thereafter) with respect to certain agreed upon procedures and in substantially the form attached hereto as Exhibit C. In the event such reportfirm requires the Trustee to agree to the procedures performed by such firm, or words the Servicer shall direct the Trustee in writing to similar effect. The Indenture so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee shall have no duty to not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect ofto, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 . Delivery of each calendar yearsuch reports, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services information and documents to the Master Servicer Trustee is for informational purposes only, and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or Seller) to furnish a report to determinable from information contained therein, including 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report compliance with the Master Servicer's computer reports which were the source any 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 proceduresits covenants hereunder.

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 Insurer, the Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 30 in the calendar year succeeding the Closing Date with respect to the twelve months (or shorter applicable period) ended the immediately preceding December 31 (or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each the Series Supplement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each the Series Supplement, 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- 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. (b) On or before April 30 of each calendar year, beginning with April 30, 200130 in the calendar year succeeding the Closing Date, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or the Seller) to furnish a report to the Indenture Trustee, the Insurer and 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012003, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of AmeriCredit Corp. and that (1) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as or errors in the Servicer’s Certificates were found. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or Back-up Servicer 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 be set forth direct the Trust Collateral Agent, Trustee and Back-up Servicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trust Collateral Agent, Trustee shall be a "non- participating party" with respect to and Back-up Servicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture and the Trust Collateral Agent, Trustee shall and Back-up Servicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) February 28 of each year, beginning on April 30February 28, 20012008, 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), 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 report statement to the effect that they have examined certain documents such firm has audited the books and records relating to the servicing of Receivables under this Agreement United Pan Am Financial Corp. and each Series Supplementsubsidiaries and that (1) such audit was made in accordance with generally accepted auditing standards, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by and accordingly included such report with such documents and records and that, on the basis of such examination, such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as 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 be set forth direct the Trust Collateral Agent, Trustee, the Backup Servicer and Designated Backup Subservicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture Trustee shall and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 SellerServicer, to deliver to the Indenture Issuer, the Trustee and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011999, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Issuer and to the Trustee, to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (i) the documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); and (ii) the delinquency and loss statistics relating to the Servicer's portfolio of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables; and except as described in the Accountant's Report, disclosed no exceptions or errors in the records relating to the servicing of Receivables under this Agreement and each Series Supplementcontracts serviced for others that, compared the information contained in the Master firm's opinion, generally accepted auditing standards requires such firm to report. The Accountant's Report shall further state that (1) a review of certain agreed upon procedures was performed with respect to two randomly selected Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 toperiod, and shall have (2) except as disclosed in the Report, no obligation exceptions or liability errors in respect of, the sufficiency of such proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Contributor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder (or before April 30 by any Note Owner, upon certification that such Person is a Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services request in writing to the Master Servicer or Seller) to furnish a report Trustee addressed 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the Seller, Borrower to deliver to the Indenture Trustee Borrower, the Agent, the Backup Servicer and the Owner Trustee Insurer, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30the 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, 20011998), 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 report statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Agent, to the Backup Servicer and to the Insurer, to the effect that they have such firm has audited the financial statements of the Servicer and has examined certain the Servicer's Certificates and issued its report thereon and that such audit/examination (1) 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 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 pooling and servicing agreements covered thereby, including this Agreement); (3) 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 review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the Accountant's Report, no exceptions or errors in the Servicer's Certificates so examined were found; (3) the delinquency and loss information relating to the Transferred Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, The Accountants' Report shall also indicate that the Master Servicer shall cause a firm of nationally recognized is independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Borrower 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, Servicer within the sufficiency meaning of such proceduresthe Code of Professional Ethics of the American Institute of Certified Public Accountants.

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 Owner Trustee, the Indenture Trustee Trustee, the Backup Servicer, the Security Insurer and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011998, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee, the Indenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the servicing Servicer's portfolio of Receivables under this Agreement automobile installment sales contracts; and each Series Supplement, compared the information contained except as described in the Master statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates delivered pursuant to Section 4.9 during for each Trust and (2) except as disclosed in the period covered by such report with such documents and records and thatReport, on no exceptions or errors in the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Certificateholder or before April 30 Noteholder (or by any Certificate Owner or Note Owner, upon certification that such Person is a Certificate Owner or Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the Seller, Public Accountants to deliver to the Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report to the Indenture Trustee, the Master Servicer Agent, and the Backup Servicer, on or before April 30th of each Rating Agency year, with respect to such fiscal year, a statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the effect that they have compared such firm has audited the mathematical calculations financial statements of each amount the Servicer and issued its report thereon and that such audit: (i) 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; (ii) included tests relating to the servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (iii) included an examination of the Master delinquency and loss statistics relating to the Servicer's Certificates delivered pursuant portfolio of automobile installment sales contracts; and (iv) except as described in the statement, disclosed no exceptions or errors in the records relating to Section 4.9 during automobile, van, sport utility vehicle and light truck loans serviced for others that, in the period covered by firm's opinion, generally accepted auditing standards requires such report firm to report. The Accountants' Report shall further state that: (1) a review in accordance with agreed upon procedures was made of three randomly selected Monthly Servicer Reports; (2) except as disclosed in the Master Servicer's computer reports which Accountants' Report, no exceptions or errors in the Monthly Servicer Reports so examined were found; and (3) the source of such amounts delinquency and that on loss information relating to the basis of such comparison, such accountants are of Receivables contained in the opinion that such amounts are in agreement, except for such exceptions as they believe Monthly Servicer Reports were found to be immaterial and such other exceptions accurate. (b) Notwithstanding the foregoing, if the Backup Servicer is acting as successor Servicer, it shall only be set forth in such statement. Such report shall acknowledge that required to deliver to the Indenture Trustee shall be a "non-participating party" Trustee, the Agent and the Noteholders, on or before April 15th of each year, with respect to the most recently ended fiscal year of the Backup Servicer, a copy of its annual SAS-70 and its audited financial statements for 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 proceduresfiscal year.

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 either Seller, to deliver to the Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012002, 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 certificate (which period shall not be less than six months)), a report statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Administrative Agent, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of Receivables under this Agreement AmeriCredit Corp. and each Series Supplementthat (1) such audit was made in accordance with generally accepted auditing standards, compared and accordingly included such tests of the information contained accounting records and such other auditing procedures as such firm considered necessary in the Master Servicer's Certificates delivered pursuant to Section 4.9 during circumstances; (2) the period covered by such firm is independent of the 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 with such documents and records and that, on the basis application of agreed upon procedures (such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as procedures to be substantially similar to those set forth in Articles IV the letter attached as Exhibit F hereto) to (A) the most recent Servicer's Certificate including the delinquency, default and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe loss statistics required to be immaterial specified therein noting whether any exceptions or errors in the Servicer's Certificate were found and such other exceptions as (B) a statistically significant number of randomly selected Receivables Files (which shall in no event be set forth in such statementless than 50 or more than 190). Such report shall acknowledge that If the Indenture Trustee shall be a "non- participating party" with respect to such reportlong-term senior unsecured debt of AmeriCredit Corp. is rated by either S&P or Xxxxx'x below B+ or Ba3, respectively, or words to similar effect. The Indenture Trustee if an Event of Default shall have no duty occurred and be continuing, then the Servicer will cause the Independent Accountants to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect ofdeliver an Accountants' Report semi-annually to the Trustee, the sufficiency of such procedures. (b) On Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and each Rating Agency, on or before April 30 and October 31 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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" year with respect to such reportthe six months ended the immediately preceding December 31 or June 30, as applicable; provided, however, that any Accountants' Report due on or words before April 30 is not required to similar effect. The Indenture Trustee shall have no duty include the statement referred to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, clause (1) of the sufficiency 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 Insurer, the Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 30 in calendar year 2005 with respect to the twelve months (or shorter applicable period) ended the immediately preceding December 31 (or other applicable date), a report showing that, for the prior calendar year the accounting firm has performed procedures in order to the effect provide a report on management’s assertion that 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 Servicer's 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 opinion that the servicing receivables has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each the Series SupplementSupplement related to the servicing of receivables and the reporting thereof and that assertion is fairly presented, and the accounting firm has applied certain agreed-upon procedures including comparing amounts set forth in the periodic reports prepared by the servicer (the Master Servicer’s Certificates), pursuant to Section 4.9, for certain periods in the prior calendar year with the servicer’s computer reports and that the 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 proceduresdiscrepancies disclosed. (b) On or before April 30 of each calendar year, beginning with April 30, 200130 in calendar year 2005, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or the Seller) to furnish a report to the Indenture Trustee, the Insurer and 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 Servicer's ’s Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's ’s 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 . (c) In the event such Independent Accountants require 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 4.11, the Master Servicer shall acknowledge direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non-participating party" with respect to will deliver such reportletter of agreement in conclusive reliance upon the direction of the Master Servicer, or words to similar effect. The and the Indenture Trustee shall have no duty to make has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the Seller, to deliver to each Trustee, the Indenture Trustee Insurer and the Owner Trustee Rating Agencies (with a copy to the Initial Purchaser), on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) 15 of each year, beginning on April 3015, 2001, 2001 with respect to the twelve months ended on the immediately preceding December 31 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to December 31, 2000), a report (the "Accountants' Report") addressed to the board of directors of the Servicer and to each Trustee and the Insurer, to the effect that they have examined certain documents such firm has audited the financial statements of the initial Servicer and issued its report thereon and that such audit (A) was made in accordance with generally accepted auditing standards and the requirements of the Ambac Insurance Agreement, (B) included tests relating to Equipment Notes serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and (C) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing of Receivables under this Agreement and each Series Supplementequipment notes serviced for others that, compared the information contained in the Master Servicerfirm's Certificates delivered pursuant to Section 4.9 during the period covered by such report with such documents and records and thatopinion, on the basis of such examination, such accountants are paragraph four of the opinion Program requires such firm to report. The Accountants' Report shall also indicate that the servicing has been conducted in compliance with firm is independent of the terms and conditions as set forth in Articles IV and V of this Agreement Seller and the applicable provisions Servicer within the meaning of each Series Supplement, except for such exceptions as they believe the Code of Professional Ethics of the American Institute of Certified Public Accountants. A copy of the Accountants' Report may be obtained by any Noteholder or any Certificateholder by a request in writing to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that the Issuer addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, respectively. For so long as ALS is the Servicer, the Servicer shall also deliver to the Insurer (i) within 95 days of the Servicer's fiscal year end the Servicer's annual Form 10-K report for such year and (ii) within 50 days after the end of each of the Servicer fiscal quarters (other than its fiscal year end) the Servicer's Form 10-Q report for such quarter or if the Servicer is no longer a reporting company under the Securities Exchange Act of 1934, a report containing all the information required to be contained in a Form 10-K or 10-Q report, as applicable, if it were such a reporting company. In the event that ALS is not the Servicer, if such Servicer shall not be, or not be a "non- participating party" with respect to such reportwholly-owned subsidiary of, or words to similar effect. The Indenture Trustee a reporting company under the Securities Exchange Act of 1934, the Servicer shall have no duty to make any independent inquiry or investigation as towithin 95 days after the end of each of its fiscal years, and shall have no obligation or liability in respect of, within 50 days after the sufficiency of such procedures. (b) On or before April 30 end of each calendar yearof its fiscal quarters (other than a fiscal year end), beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services deliver to the Master Servicer or Seller) to furnish Insurer a report to containing all 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 information required to be immaterial and contained in a Form 10-K or Form 10-Q, respectively, if it were 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 proceduresreporting company.

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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012005, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of AmeriCredit Corp. and that (1) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as or errors in the Servicer’s Certificates were found; provided that the portion of the Accountants’ Report described in clause (3) shall be set forth delivered to the Insurer. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or Backup Servicer to agree to the procedures to be performed by such firm in such statement. Such report any of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall acknowledge direct the Trust Collateral Agent, Trustee and Backup Servicer in writing to so agree; it being understood and agreed that the Indenture Trust Collateral Agent, Trustee shall be a "non- participating party" with respect to and Backup Servicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture and the Trust Collateral Agent, Trustee shall and Backup Servicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master 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 Master Servicer or to the SellerTransferor, to deliver to each Trustee, the Indenture Trustee Insurer and the Owner Trustee Rating Agencies (with a copy to the Noteholders), on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) 15 of each year, beginning on April 3015, 2001, 2003 with respect to the twelve months ended on the immediately preceding December 31 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to December 31, 2002), a report (the "Accountants' Report") addressed to the board of directors of the Servicer and to each Trustee and the Insurer, to the effect that they have examined certain documents and records relating to such firm has reviewed the servicing Servicer's performance of Receivables its obligations under this Agreement and each Series Supplementissued its report thereon and that (A) such Accountants' Report was made in accordance with generally accepted auditing standards and the requirements of the Ambac Insurance Agreement, compared (B) such Accountants' Report included tests relating to Loans and the information contained Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Master Servicer's Certificates delivered pursuant Program are applicable 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 opinion that the servicing has been conducted in compliance with the terms and conditions as obligations set forth in Articles IV and V this Agreement, (C) such Accountant's Report included the results of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be procedures set forth on Exhibit G and (D) except as described in the Accountants' Report, disclosed no exceptions or errors in the records relating to equipment notes or receivables serviced for others that, in the firm's opinion, paragraph four of the Program requires such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non- participating party" with respect firm 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. (b) On or before April 30 The Accountants' Report shall also indicate that the firm is independent of each calendar year, beginning with April 30, 2001the Transferor, the Master Servicer and ALH within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) For so long as ALS or any of its Affiliates is the Servicer, Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report deliver to the Indenture Trustee, the Master Servicer Co-Administrative Agents and each Rating Agency to the effect that they have compared Insurer: (i) as soon as publicly available and in any event by the mathematical calculations Reporting Date after the end of each amount set forth in of the Master Servicer's Certificates delivered pursuant to Section 4.9 during first three quarterly fiscal periods of each fiscal year of ALH, the period covered by such report with unaudited consolidated balance sheet of ALH and its consolidated Subsidiaries as at the Master Servicer's computer reports which were the source end of such amounts period and that on the basis related unaudited consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such comparisonperiod, accompanied by a certificate of an Authorized Officer of ALH, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations ALH and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such accountants are period (subject to normal fiscal year-end audit adjustments and the omission of footnotes); (ii) as soon as publicly available and in any event by the opinion that Reporting Date after the end of each fiscal year of ALH, the consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such amounts are in agreement, except fiscal year and the related consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such exceptions year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing which opinion shall not be qualified as they believe to be immaterial scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of ALH and its consolidated Subsidiaries as at the end of, and for, such other exceptions fiscal year in accordance with GAAP; and (iii) promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission (or the Ontario Securities Commission, 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 reportapplicable) or any national securities exchange, or words to similar effect. The Indenture Trustee shall have no duty to make any independent inquiry or investigation as tosuccessor agency, and copies of all proxy statements, and material notices, if any, as ALH or any of its Subsidiaries shall have no obligation send to its equity holders generally or liability in respect ofto a holder of any indenture, the sufficiency note or otherwise indebtedness owed by ALH or any of such proceduresits Subsidiaries.

Annual Independent Accountants’ Report. (a) The Master Servicer shall will 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 Sellerits Affiliates, to deliver to the Indenture Trustee and Trustee, the Owner Trustee Trustee, the Backup Servicer[, the Insurer] and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, ____ with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as has elapsed from the Closing Date to the date of such certificate), a report (the "Accountant's Report") addressed to the board of directors of the Servicer to the effect that they have such firm has 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 Servicer's Certificates delivered pursuant to Section 4.9 during assertion that the period covered by Servicer has complied with its Minimum Servicing Standards and that such report examination (1) was conducted in accordance with such documents and records and thatthe Attestation Protocol, (2) included examining, on the basis of such examinationa test basis, such accountants are of the evidence regarding Servicer's Compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the servicing has been conducted in Servicer's assertion with respect to compliance with its Minimum Servicing Standards is fairly stated in all material respects or shall report the terms 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 conditions 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 set forth in Articles IV a consolidated subsidiary and V there are no separate audits of this Agreement the books and records of Triad; provided, however, the applicable provisions of each Series Supplement, except for such exceptions as they believe Servicer is required to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that notify the Indenture Trustee shall be a "non- participating party" with respect to such report, or words to similar effect. The Indenture Trustee shall have in writing that there are no duty to make any independent inquiry or investigation as to, separate audits of the books and shall have no obligation or liability in respect of, the sufficiency records of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts Triad and that on therefore the basis Servicer will not be delivering the report. Notwithstanding this Section 4.11, if the Backup Servicer is then acting as the successor Servicer, it shall only be required to provide a copy 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 its annual SAS 70 report 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 proceduresits audited financial statements.

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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012004, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of AmeriCredit Corp. and that (1) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as or errors in the Servicer’s Certificates were found. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or Back-up Servicer 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 be set forth direct the Trust Collateral Agent, Trustee and Back-up Servicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trust Collateral Agent, Trustee shall be a "non- participating party" with respect and Back-up Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Back to such reportContents Collateral Agent, or words to similar effect. The Indenture Trustee shall and Back-up Servicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master 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 Master Servicer or to the Sellerits Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and the Owner Trustee on or before April 30 (or each Rating Agency, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2002, a report addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) 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; (ii) the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, if other than December 31) of each yearincluding the delinquency, beginning on April 30default and loss statistics required to be specified therein and, 2001except as disclosed in the accountants' report, with respect to the twelve months ended the immediately preceding December 31 (no exceptions or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained errors in the Master Servicer's Certificates delivered pursuant were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to Section 4.9 during such compliance were found. In rendering its report such firm may rely, as to matters relating to the period covered servicing of the Receivables by such report with such documents and records and thatany Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of such examination, such accountants are of the opinion that the servicing has been examinations conducted in compliance accordance with the terms and conditions as set forth in Articles IV and V same standards (rendered within one year of this Agreement and the applicable provisions of each Series Supplement, 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" report) 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 proceduresthose Subservicers. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Owner Trustee, the Indenture Trustee Trustee, the Backup Servicer, the Security Insurer and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011999, 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 report statement (the "Accountant's Report") addressed to the effect that they have examined certain documents and records relating Board of Directors of the Servicer, to the servicing of Receivables under this Agreement and each Series SupplementOwner Trustee, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report to the Indenture Trustee, the Master Backup Servicer and each Rating Agency to the Security Insurer, to the effect that they have compared such firm has audited the mathematical calculations financial statements of each amount set forth the Servicer and issued its report thereon and that 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 Master circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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.each Trust and

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 SellerServicer, to deliver to the Owner Trustee, the Indenture Trustee and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011999, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee and to the Indenture Trustee, to the effect that they have such firm has (i) audited the 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 such audit was made in accordance with generally accepted auditing standards (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 (ii) examined certain documents and records relating to management's assertion that the Servicer maintained effective control over the servicing of Receivables equipment lease contracts, installment sales contracts, promissory notes, loan and security agreements and/or other similar types of receivables under this Agreement servicing agreements substantially similar one to another, in accordance with established or stated criteria, and each Series Supplement, compared that such examination was performed in accordance with standards established by the information contained in American Institute of Certified Public Accountants. In the Master Servicer's Certificates delivered pursuant event such firm requires the Indenture Trustee to Section 4.9 during agree to the period covered procedures performed by such report with such documents firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and records and that, on the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 agreed that the Indenture Trustee shall be a "non- participating party" with respect to will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The and the Indenture Trustee shall have makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On The Accountants' Report shall also indicate that the firm is independent of the Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder (or before April 30 by any Note Owner, upon certification that such Person is a Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the Sellerits Affiliates, to deliver to the Owner Trustee, the Indenture Trustee Trustee, the Originator, the Backup Servicer, the Seller, the Note Insurer and the Owner Trustee on or before April 30 (or each Rating Agency, within 120 days after the end of each fiscal year (with the Master Servicer's fiscal year, if other first such report being delivered no later than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date1998), a report addressed to the Board of Directors of the Servicer, the Owner Trustee, the Indenture Trustee, the Originator, the Backup Servicer and the Note Insurer, to the effect that they have examined certain documents such firm has audited the books and records relating to of the servicing Servicer 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 Receivables under this Agreement the accounting records and each Series Supplement, compared the information contained such other auditing procedures as such firm considered necessary in the Master circumstances; (2) the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; and (3) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Servicer's Certificates delivered pursuant were found. In the event such firm requires the Backup Servicer or the Indenture Trustee to Section 4.9 during agree to the period covered procedures performed by such report with firm, the Servicer shall direct the Backup Servicer or the Indenture Trustee, as the case may be, in writing to so agree; it being understood and agreed that (x) the Backup Servicer or the Indenture Trustee, as the case may be, shall notify the Servicer of any such documents requirement to agree and records and that(y) the Backup Servicer or the Indenture Trustee, as the case may be, shall be entitled to conclusively rely on the basis of such examination, such accountants are written direction of the opinion that the servicing has been conducted in compliance Servicer with the terms respect thereto. The Backup Servicer and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 under no obligation or have any liability in respect ofof the sufficiency, the sufficiency validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) February 28 of each year, beginning on April 30February 28, 20012008, 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), 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 report statement to the effect that they have examined certain documents such firm has audited the books and records relating to the servicing of Receivables under this Agreement United Pan Am Financial Corp. and each Series Supplementsubsidiaries and that (1) such audit was made in accordance with generally accepted auditing standards, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by and accordingly included such report with such documents and records and that, on the basis of such examination, such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as 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 be set forth direct the Trust Collateral Agent, Trustee, the Backup Servicer and Designated Backup Subservicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture Trustee shall and the Trust Collateral Agent, Trustee, Backup Servicer and Designated Backup Subservicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master 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 Master Servicer or to the SellerServicer, to deliver to the Indenture Trustee and the Owner Trustee Servicer, on or before April June 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April June 30, 2001, with respect to the twelve months ended the immediately preceding December 31 February 28 (or such other applicable dateperiod as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed to the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of the servicing of Receivables under this Agreement Servicer and each Series Supplement, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such issued its report with such documents and records thereon and that: (1) such audit was made in accordance with generally accepted auditing standards, on the basis of and accordingly included such examination, such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as such firm considered necessary in the circumstances; and (2) the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Servicer shall be set forth also cause the Independent Accountants to deliver to the Servicer on such dates a letter to the effect that certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates, and, except as disclosed in such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non- participating party" with respect to such report, no errors or words to similar effectexceptions were found in the Servicer's Certificate(s) based on the performance of such agreed upon procedures. The Indenture Trustee Servicer shall have no duty deliver a copy of the Accountants' Report, within 15 days of receipt, to the Borrower, the Collateral Agent, the Custodian, and the Agent. If such firm requires the Collateral Agent to agree to the procedures performed by such firm, the Servicer shall direct the Collateral Agent in writing to so agree; it being understood and agreed that the Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Agent shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 . Delivery of each calendar yearsuch reports, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services information and documents to the Master Servicer 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 Seller) to furnish a report to determinable from information contained therein, including 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report compliance with the Master Servicer's computer reports which were the source any 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 proceduresits covenants hereunder.

Annual Independent Accountants’ Report. (a) The Master Prior to March 31 of each calendar year, beginning with March 31, 201[ ], the Servicer shall cause a firm of nationally recognized independent certified public accountants (that is a member of the "Independent Accountants"), who may also render other services to the Master Servicer or to American Institute of Certified Public Accountants and is independent of the Seller, the Depositor, and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, to deliver furnish a report to the Owner Trustee, the Depositor, the Indenture Trustee and each Rating Agency to the Owner Trustee on effect that such firm has examined the documents or before April 30 (or 120 days after the end records of the Master Servicer's fiscal year, if other than December 31Servicer relating to the Receivables and that such examination (i) was made in accordance with generally accepted auditing standards and (ii) included tests relating to motor vehicle retail installment sale contracts and installment loans serviced for others and that such firm is of each year, beginning on April 30, 2001the opinion that the provisions of this Agreement have been complied with during the preceding calendar year (or, with respect to the twelve months ended first report, the immediately preceding period from the Closing Date to December 31 (or other applicable dateof such year), a report to the effect that 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 Servicer's 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, nothing has come to their attention that would indicate that such accountants are of the opinion that the servicing has not been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplementtherewith during such calendar year or other period, except for (x) such exceptions as they such firm shall believe to be immaterial and (y) such other exceptions as shall be set forth in such statement. Such report ; provided, however, that the Servicer shall acknowledge that direct the Indenture Trustee shall in writing to enter into any agreed upon procedure letter that may be a "non- participating party" executed in connection with respect to such report, or words to similar effect. The any accountant’s report issued hereunder and 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 ofconnection with any such accountant’s report or the content of any such agreed upon procedure letter; and provided, further, that, if CSC is at any time acting as Servicer, it may satisfy the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 obligations set forth in the Master Servicer's Certificates delivered pursuant to this Section 4.9 during the period covered 4.11, by such delivering on an annual basis a report with the Master Servicer's 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" prepared with respect to it in accordance with SSAE 16, such report to be provided by CSC under this Section 4.11 within 30 days of its receipt of 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. (a) The Master 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 Master Servicer or the Transferor, to deliver to each Trustee, the Administrative Agent and the Rating Agencies (with a copy to the SellerNoteholders), on or before April 15 of each year, beginning April 15, 2010, with respect to the twelve (12) months ended on the immediately preceding December 31 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to December 31, 2009), a report (the “Accountants’ Report”) addressed to the board of directors of the Servicer and to each Trustee and the Administrative Agent, to the effect that such firm has reviewed the Servicer’s performance of its obligations under this Agreement and issued its report thereon and that (A) such Accountants’ Report was made in accordance with generally accepted auditing standards, (B) such Accountants’ Report included tests relating to Loans and the Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the “Program”), to the extent the procedures 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 procedures so long as such expansion or modification does not result in a material increase in accounting cost to ALS, unless ALS shall consent thereto (such consent not to be unreasonably withheld), and (ii) following 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 procedures as the Administrative and the Noteholders deem appropriate in their reasonable discretion) and (D) except as described in the Accountants’ Report, disclosed no exceptions or errors in the records relating to equipment notes or receivables serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report. (b) The Accountants’ Report shall also indicate that the firm is independent of the Transferor, the Servicer and ALH within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) For so long as ALS or any of its Affiliates is the Servicer, Servicer shall deliver to the Indenture Trustee and the Owner Trustee on or before April 30 Agents: (or 120 days i) as soon as publicly available and in any event by the Reporting Date after the end of each of the Master Servicer's first three (3) quarterly fiscal periods of each fiscal year of ALH, the unaudited consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of an Authorized Officer of ALH, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations ALH and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal fiscal year-end audit adjustments and the omission of footnotes); (ii) as soon as publicly available and in any event by the Reporting Date after the end of each fiscal year of ALH, the consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of ALH and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and (iii) promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission (or the Ontario Securities Commission, as applicable) or any national securities exchange, or any successor agency, and copies of all proxy statements, and material notices, if any, and reports (including compliance certificates and financial reports) as ALH or any of its Subsidiaries shall send to its equity holders generally or to a holder of any indenture, note or other than December 31indebtedness owed by ALH or any of its Subsidiaries. (d) Each of each year, beginning on April 30, 2001, with respect the Servicer and the Transferor will furnish to the twelve months ended Issuer and the immediately preceding December 31 Agents such other information (including non-financial information and information regarding the financial condition, operations or business of ALH) as such Persons (or other applicable date), a report any of their respective assignees) may from time to time reasonably request. Each of the Servicer and the Transferor will furnish to the effect that they have examined certain documents and records Backup Servicer such other information relating to the servicing of Receivables under this Agreement and each Series Supplement, compared Conveyed Assets or the information contained in the Master Servicer's 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 performance of the opinion that Backup Servicer’s obligations under the servicing has been conducted in compliance with Basic Documents, as the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe Backup Servicer may from time 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 procedurestime reasonably request. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's Servicers fiscal year, if other than December 31) of each year, beginning on April 30, 20012002, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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- 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. (b) . On or before April 30 of each calendar year, beginning with April 30, 20012002, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Servicers Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 AmeriCredit Corp., the Master Servicer or to the SellerAFS, to deliver to the Indenture Trustee Servicer, the Backup Servicer, the Collateral Agent, the Borrower and the Owner Trustee Agent, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) October 31 of each year, beginning on April 30October 31, 20011999, with respect to the twelve months ended the immediately preceding December 31 June 30 (or such other applicable dateperiod as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed to ------------------- AmeriCredit Corp. and the Agent, to the effect that they have examined certain documents such firm has audited the consolidated financial statements of AmeriCredit Corp. and issued its report thereon and that (i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained such other auditing procedures as such firm considered necessary in the Master circumstances, (ii) certain agreed upon procedures were applied to three randomly selected Servicer's Certificates delivered (which procedures shall be submitted for approval to the Agent, which approval shall not be unreasonably withheld) and (iii) the firm is independent of AmeriCredit Corp., AFS and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (b) In the event such Independent Accountants require Trust Trustee on behalf of the Borrower and the Backup Servicer to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.9 during 8.11, the period covered by such report with such documents and records and that, Servicer shall direct Trust Trustee on the basis of such examination, such accountants are behalf of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement ------------ Borrower and the applicable provisions Backup Servicer, in writing to so agree; it being understood and agreed that Trust Trustee on behalf of each Series Supplementthe Borrower and the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, 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 Trust Trustee on behalf of 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 Borrower and the Backup Servicer has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Sellerits Affiliates, to deliver to the Indenture Trustee Trustee, the Deal Agent and the Owner Trustee each Noteholder on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) March 31 of each year, beginning on April 30March 31, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)2008, a report addressed to the effect Servicer, indicating that they have examined (i) the firm has reviewed certain Monthly Reports and documents and records relating to the servicing of the Loans, 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 be immaterial and (ii) such firm has applied certain agreed-upon procedures approved by the 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 Receivables Loans under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's Monthly Reports and the Borrowing Base Certificates delivered pursuant and that no matters came to Section 4.9 during the period covered by such report with such documents and records and that, on the basis attention of such examination, accountants that caused them to believe that such accountants are of the opinion that the servicing has been was not conducted in compliance with this Agreement. The Independent Accountants’ report shall also indicate that the terms and conditions as set forth in Articles IV and V firm is independent of this Agreement and the applicable provisions Servicer within the meaning of each Series Supplement, except for the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such exceptions as they believe independent public accountants require the Indenture Trustee to agree to the procedures to be immaterial performed by such firm in any of the reports required to be prepared pursuant to this Section 9.05, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and such other exceptions as shall be set forth in such statement. Such report shall acknowledge agreed that the Indenture Trustee shall be a "non- participating party" with respect to will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The and the Indenture Trustee shall have no duty to make has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) . (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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, any Series Secured Parties on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20011999, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 Trustee, or the Trust Collateral Agent, as the case may be, shall be a "non- non-participating party" with respect to such report, or words to similar effect. The Indenture Neither the Trustee nor the Trust Collateral Agent, if any, shall have no any 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. (b) On or before April 30 of each calendar year, beginning with April 30, 20011999, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report to the Indenture Trustee, the Master Servicer and each Rating Agency and any Series Secured Parties to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 Trustee, or the Trust Collateral Agent, as the case may be, shall be a "non-participating party" with respect to such report, or words to similar effect. The Indenture Neither the Trustee nor the Trust Collateral Agent, if any, shall have no any 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. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Master Servicer or to the Seller, to deliver to the Indenture Trustee Issuer, and the Owner Trustee Rating Agencies, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) August 15 of each year, beginning on April 30August 15, 2001, 2002 with respect to the twelve months ended on the immediately preceding December 31 June 30 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that they have examined certain documents such firm has audited the financial statements of the Servicer and records issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards, (ii) included tests relating to automotive 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 of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as obligations set forth in Articles IV and V of this Agreement and the applicable provisions Pooling and Servicing Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of each Series Supplementthe Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, except for such exceptions as they believe the Servicer shall direct the Owner Trustee in writing to be immaterial so agree; it being understood and such other exceptions as shall be set forth in such statement. Such report shall acknowledge agreed that the Indenture Owner Trustee shall be a "non- participating party" with respect to will deliver such report, or words to similar effect. The Indenture letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee shall have makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause Certificateholder by a firm of nationally recognized independent public accountants (who may also render other services request in writing to the Master Servicer or Seller) to furnish a report Issuer addressed to the Indenture Trustee, the Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations Corporate Trust Office of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresOwner Trustee.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the Seller, Public Accountants to deliver to the Indenture Trustee Trustee, the Agent, and the Owner Trustee Backup Servicer, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30, 2001, 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 report statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents 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: (i) 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; (ii) the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; and (iii) upon the written request of the Noteholders, includes a report on the application of agreed upon procedures (such procedures to 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 Monthly Report were found and (B) a statistically significant number of randomly selected receivables files relating to the servicing receivables serviced by the Servicer or any of Receivables under this Agreement 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 each Series Supplement(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 less than 50 or more than 190), compared the information contained which are in the Master Servicer's Certificates delivered pursuant to Section 4.9 during Servicing Portfolio, in connection with the period covered by closing of such transaction, then the Servicer may substitute the report with such documents and records and that, on the basis application of agreed upon procedures to such examination, such accountants are receivables files in lieu of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of report otherwise required by this Agreement and the applicable provisions of each Series Supplement, 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 proceduresclause (B). (b) On or before April 30 of each calendar yearNotwithstanding the foregoing, beginning with April 30if the Backup Servicer is acting as successor Servicer, 2001, the Master Servicer it shall cause a firm of nationally recognized independent public accountants (who may also render other services only be required to the Master Servicer or Seller) to furnish a report deliver to the Indenture Trustee, the Master Servicer Agent and each Rating Agency to the effect that they have compared the mathematical calculations Noteholders, on or before April 15th of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts and that on the basis of such comparisonyear, 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 the most recently ended fiscal year of the Backup Servicer, a copy of its annual SAS-70 and its audited financial statements for 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 proceduresfiscal year.

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 Insurer, the Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 30 in calendar year 2004 with respect to the twelve months (or shorter applicable period) ended the immediately preceding December 31 (or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each the Series Supplement, compared the information contained in the Master Servicer's ’s 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each the Series Supplement, 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- “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. (b) On or before April 30 of each calendar year, beginning with April 30, 200130 in calendar year 2004, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or the Seller) to furnish a report to the Indenture Trustee, the Insurer and 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 Servicer's ’s Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's ’s 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. (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 Owner Trustee, the Indenture Trustee Trustee, the Backup Servicer, JPMD and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011997, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee, the Indenture Trustee, the Backup Servicer and to JPMD to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the servicing Servicer's portfolio of Receivables under this Agreement automobile installment sales contracts; and each Series Supplement, compared the information contained except as described in the Master statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates delivered pursuant to Section 4.9 during for each Trust and (2) except as disclosed in the period covered by such report with such documents and records and thatReport, on no exceptions or errors in the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Certificateholder or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause Noteholder by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

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 SellerServicer, to deliver to the Indenture Trustee Trustee, the Backup Servicer, the Insurer and the Owner Trustee each Rating Agency, on or before April June 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April June 30, 20011999, with respect to the twelve months fiscal year ended the immediately preceding December March 31 (or such other applicable dateperiod as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Indenture Trustee, to the Indenture Trustee for the benefit of the Noteholders, to the Backup Servicer, to the Insurer and to each Rating Agency, to the effect that they have examined certain documents such firm has audited the books and records of the Servicer and issued its report thereon and that such audit: (i) 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, (ii) 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, (iii) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light-duty truck installment sales contracts (setting forth the statistics so reviewed); and (iv) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light-duty truck loans serviced for others that, in the servicing firm's opinion, the Program requires such firm to report. The Accountants' Report shall further state that (i) certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates, (ii) except as disclosed in such report, no errors or exceptions were found in the Servicer's Certificates based on the performance of such agreed upon procedures, and (iii) the delinquency and loss information relating to the Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's Servicer 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe were found 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 proceduresaccurate. (b) The Accountants' Report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) On or before April June 30 of each calendar year, beginning with April commencing June 30, 20011999, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report deliver to the Indenture Trustee, the Master Owner Trustee, the Insurer, the Backup Servicer and each Rating Agency to Agency, the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such accountants are audited annual financial statements of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial Servicer. (d) Copies of the Accountants' Report and such other exceptions as audited annual financial statements shall also be set forth in such statement. Such report shall acknowledge that available to any Noteholder from the Indenture Trustee upon reasonable request. Any Noteholder desiring such documents shall be a "non-participating party" with respect have delivered to such report, or words to similar effect. The 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 proceduresan executed Information Request.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants reasonably acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing) (the "Independent Accountants"), who may also render other services to the Master Servicer or to the SellerOriginator, to deliver to the Indenture Trustee Trustee, the Insurer and the Owner Trustee each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) March 31 of each year, year beginning on April 30March 31, 2001, with respect a report dated as of December 31 of the preceding year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cut-off Date to December 31, 2000), addressed to the twelve months ended Board of Directors of the immediately preceding December 31 (or other applicable date)Servicer, a report the Indenture Trustee and to the Insurer, to the effect that they have such firm has examined certain documents the financial statements of the Servicer and issued its report therefor and that such examination (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single 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 (3) 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 servicing firm's opinion, paragraph four of Receivables under this Agreement the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and each Series Supplement(3) the delinquency and loss information relating to the Auto Loans and the stated amount of Charged-off Auto Loans, compared the information if any, contained in the Master Servicer's Servicer Certificates delivered pursuant were found to Section 4.9 during be accurate. In the period covered event such firm requires the Indenture Trustee to agree to the procedures performed by such report with such documents firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and records and that, on the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 agreed that the Indenture Trustee shall be a "non- participating party" with respect to will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The and the Indenture Trustee shall have makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall will 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 Sellerits Affiliates, to deliver to the Indenture Trustee and Trustee, the Owner Trustee Trustee, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2006 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as has elapsed from the Closing Date to the date of such certificate), a report (the "Accountant's Report") addressed to the board of directors of the Servicer to the effect that they have such firm has 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 Servicer's Certificates delivered pursuant to Section 4.9 during assertion that the period covered by Servicer has complied with its Minimum Servicing Standards and that such report examination (1) was conducted in accordance with such documents and records and thatthe Attestation Protocol, (2) included examining, on the basis of such examinationa test basis, such accountants are of the evidence regarding Servicer's Compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the servicing has been conducted in Servicer's assertion with respect to compliance with its Minimum Servicing Standards is fairly stated in all material respects or shall report the terms 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 conditions 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 set forth in Articles IV a consolidated subsidiary and V there are no separate audits of this Agreement the books and records of Triad; provided, however, the applicable provisions of each Series Supplement, except for such exceptions as they believe Servicer is required to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that notify the Indenture Trustee shall be a "non- participating party" with respect to such report, or words to similar effect. The Indenture Trustee shall have in writing that there are no duty to make any independent inquiry or investigation as to, separate audits of the books and shall have no obligation or liability in respect of, the sufficiency records of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts Triad and that on therefore the basis Servicer will not be delivering the report. Notwithstanding this Section 4.11, if the Backup Servicer is then acting as the successor Servicer, it shall only be required to provide a copy 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 its annual SAS 70 report 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 proceduresits audited financial statements.

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 either Seller, to deliver to the Indenture Trustee Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents and the Owner Trustee Administrative Agent, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012008, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents 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 Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) if requested by the Administrative Agent, as directed by one or more of the Agents for delivery to the Agents, a report on the application of agreed upon procedures to (A) the most recent Servicer’s Certificate including the delinquency and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (B) a statistically significant number of randomly selected receivables files relating to the servicing Servicing Portfolio which have been originated within the 12 months prior to the date of Receivables under this Agreement such report (which shall in no event be less than 50 or more than 190), provided that if (x) within the 120 days prior to the date such Accountant’s Report is due, AmeriCredit shall have completed a Take-Out Securitization and each Series Supplement(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), compared the information contained which are in the Master Servicer's Certificates delivered pursuant to Section 4.9 during Prime Servicing Portfolio or Near-Prime Servicing Portfolio, in connection with the period covered by closing of such transaction, then the Servicer may substitute the report with such documents and records and that, on the basis application of agreed upon procedures to such examination, such accountants are receivables files in lieu of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V report required by clause (B) hereof. If an Event of this Agreement and the applicable provisions of each Series Supplement, 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 Default shall have no duty to make any independent inquiry or investigation as tooccurred and be continuing, and shall have no obligation upon request by the Administrative Agent, as directed by one or liability in respect ofmore of the Agents for delivery to the Agents, the sufficiency of such procedures. (b) On Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually on or before April 30 and October 31 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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" year with respect to such reportthe six months ended the immediately preceding December 31 or June 30, as applicable; provided, however, that any Accountants’ Report due on or words before April 30 is not required to similar effect. The Indenture Trustee shall have no duty include the statement referred to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, clause (1) of the sufficiency of such procedurespreceding sentence.

Annual Independent Accountants’ Report. (a) The Master Each Servicer shall Party shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Agent (the "Independent Accountants"), who may also render other services to the Master such Servicer Party or to the Seller, to deliver to the Indenture Trustee Seller and the Owner Trustee Agent, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 March 31st of each calendar year, beginning on the first March 31st (or other applicable date) after the Original Closing Date, with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services respect to the Master Servicer preceding calendar year (or Sellersuch other period as shall have elapsed from the Original Closing Date to the end of such calendar year), a statement (the "Accountant's Report") to furnish a report to the Indenture Trustee, the Master Servicer and each Rating Agency Agent to the effect that they have compared (i) such firm has audited the mathematical calculations financial statements of each amount set forth in such Servicer Party for such Servicer Party's most recently ended calendar year and issued its report thereon; (ii) such audit included tests of the Master Servicer's Certificates delivered pursuant records and documents relating to Section 4.9 during the period covered manufactured housing installment sale contracts and mortgage loans serviced by such report Servicer Party for others in accordance with the Master Servicerrequirements of the Uniform Single Attestation Program for Mortgage Bankers, or any successor program promulgated by the accounting profession ("USAP"); and (iii) such other statements as are contemplated under USAP, including, if called for under USAP, a statement as to whether such Servicer Party's computer reports management's written assertion to such firm (which were shall be attached to the source statement of such amounts and firm) that on the basis of its servicing during such comparison, calendar year substantially complied with USAP's minimum servicing standards (except in a manner as such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe firm believes to be immaterial and such for other exceptions as that, in the opinion of such firm, GAAP standards require it to report). The Seller shall be set forth in such statement. Such promptly deliver to each Rating Agency each Accountant's report that it receives pursuant to this Section 11.10(a). (b) The Accountants' Report shall acknowledge indicate that the Indenture Trustee shall be a "non-participating party" with respect to firm preparing such report, or words to similar effect. The Indenture Trustee shall have no duty to make any Report is independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency of such proceduresServicer Party and the Seller within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall shall, at its expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Master Servicer or to the Seller, to deliver to the Indenture Trustee Issuer and the Owner Trustee Rating Agencies, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) March 15 of each year, beginning on April 30March 15, 2001, 2005 with respect to the twelve months ended on the immediately preceding December 31 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that they have such firm has 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 Servicer's Certificates delivered pursuant to Section 4.9 during assertion that the period covered by Servicer has complied with its Minimum Servicing Standards and that such report examination: (i) was conducted in accordance with such documents the Attestation Protocol and records and that(ii) included examining, on a test basis, evidence regarding the basis of such examination, such accountants are of the Servicer's compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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" 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 reportopinion. In the event that such firm requires the Owner Trustee to agree to the examination performed by such firm, or words the Servicer shall direct the Owner Trustee in writing to similar effect. The Indenture so agree; it being understood and agreed that the Owner Trustee shall have will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such proceduresexamination. (b) On A copy of the Accountants' Report may be obtained by any Noteholder or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause Certificateholder by a firm of nationally recognized independent public accountants (who may also render other services request in writing to the Master Servicer or Seller) to furnish a report Issuer addressed to the Indenture Trustee, the Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations Corporate Trust Office of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresOwner Trustee.

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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012004, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of AmeriCredit Corp. and that (1) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial 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 as or errors in the Servicer’s Certificates were found. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or Back-up Servicer 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 be set forth direct the Trust Collateral Agent, Trustee and Back-up Servicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trust Collateral Agent, Trustee shall be a "non- participating party" with respect to and Back-up Servicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture and the Trust Collateral Agent, Trustee shall and Back-up Servicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 AmeriCredit Corp., the Master Servicer or to the SellerAFS, to deliver to the Indenture Trustee Servicer, the Backup Servicer, the Collateral Agent, the Borrower and the Owner Trustee Agent, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) October 31 of each year, beginning on April 30October 31, 2001, with respect to the twelve months ended the immediately preceding December 31 June 30 (or such other applicable dateperiod as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed to AmeriCredit Corp. and the Agent, to the ------------------- effect that they have examined certain documents such firm has audited the consolidated financial statements of AmeriCredit Corp. and issued its report thereon and that (i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained such other auditing procedures as such firm considered necessary in the Master circumstances, (ii) certain agreed upon procedures were applied to three randomly selected Servicer's Certificates delivered (which procedures shall be submitted for approval to the Agent, which approval shall not be unreasonably withheld) and (iii) the firm is independent of AmeriCredit Corp., AFS and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (b) In the event such Independent Accountants require Trust Trustee on behalf of the Borrower and the Backup Servicer to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.9 during 8.11, the period covered by such report with such documents and records and that, Servicer shall direct the ------------ Trust Trustee on the basis of such examination, such accountants are behalf of the opinion Borrower and the Backup Servicer, in writing to so agree; it being understood and agreed that the servicing has been conducted in compliance with Trust Trustee on behalf of the terms and conditions as set forth in Articles IV and V of this Agreement Borrower and the applicable provisions Backup Servicer will deliver such letter of each Series Supplementagreement in conclusive reliance upon the direction of the Servicer, 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 Trust 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 on behalf of the Borrower and the Backup Servicer has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master 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 Master Servicer or to the SellerTransferor, to deliver to each Trustee, the Indenture Trustee Insurer and the Owner Trustee Rating Agencies (with a copy to the Noteholders), on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) 15 of each year, beginning on April 3015, 20012006, with respect to the twelve months ended on the immediately preceding December 31 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to December 31, 2005), a report (the “Accountants’ Report”) addressed to the board of directors of the Servicer and to each Trustee and the Insurer, to the effect that they have examined certain documents and records relating to such firm has reviewed the servicing Servicer’s performance of Receivables its obligations under this Agreement and each Series Supplementissued its report thereon and that (A) such Accountants’ Report was made in accordance with generally accepted auditing standards and the requirements of the Ambac Insurance Agreement, compared (B) such Accountants’ Report included tests relating to Loans and the information contained Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Master Servicer's Certificates delivered pursuant Program are applicable 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 opinion that the servicing has been conducted in compliance with the terms and conditions as obligations set forth in Articles IV and V this Agreement, (C) such Accountant’s Report included the results of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be procedures set forth on Exhibit G and (D) except as described in the Accountants’ Report, disclosed no exceptions or errors in the records relating to equipment notes or receivables serviced for others that, in the firm’s opinion, paragraph four of the Program requires such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non- participating party" with respect firm 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. (b) On or before April 30 The Accountants’ Report shall also indicate that the firm is independent of each calendar year, beginning with April 30, 2001the Transferor, the Master Servicer and ALH within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) For so long as ALS or any of its Affiliates is the Servicer, Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report deliver to the Indenture Trustee, the Master Servicer Agents and each Rating Agency to the effect that they have compared Insurer: (i) as soon as publicly available and in any event by the mathematical calculations Reporting Date after the end of each amount set forth in of the Master Servicer's Certificates delivered pursuant to Section 4.9 during first three quarterly fiscal periods of each fiscal year of ALH, the period covered by such report with unaudited consolidated balance sheet of ALH and its consolidated Subsidiaries as at the Master Servicer's computer reports which were the source end of such amounts period and that on the basis related unaudited consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such comparisonperiod, accompanied by a certificate of an Authorized Officer of ALH, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations ALH and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such accountants are period (subject to normal fiscal year-end audit adjustments and the omission of footnotes); (ii) as soon as publicly available and in any event by the opinion that Reporting Date after the end of each fiscal year of ALH, the consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such amounts are in agreement, except fiscal year and the related consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such exceptions year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing which opinion shall not be qualified as they believe to be immaterial scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of ALH and its consolidated Subsidiaries as at the end of, and for, such other exceptions fiscal year in accordance with GAAP; and (iii) promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission (or the Ontario Securities Commission, 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 reportapplicable) or any national securities exchange, or words to similar effect. The Indenture Trustee shall have no duty to make any independent inquiry or investigation as tosuccessor agency, and copies of all proxy statements, and material notices, if any, and reports (including without limitation compliance certificates and financial reports) as ALH or any of its Subsidiaries shall have no obligation send to its equity holders generally or liability in respect ofto a holder of any indenture, the sufficiency note or other indebtedness owed by ALH or any of such proceduresits Subsidiaries.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Master Servicer Servicer, the Seller or to the SellerMFN, to deliver to the Indenture Trustee and 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 (or 120 days after the end of the Master Servicer's fiscal year30, if other than December 31) of each year, beginning on commencing April 30, 20012003, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)31, a report statement (the "ACCOUNTANTS' REPORT") addressed to MFN, the Servicer, the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, and to the Insurer, to the effect that they have examined certain documents such firm has audited the 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 relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained such other auditing procedures as such firm considered necessary in the Master circumstances; (2) the firm is independent of MFN and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; and (3) if the 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 Certificates delivered (which procedures shall be submitted for approval to the Controlling Party, which approval shall not be unreasonably withheld). In the event such independent public accountants require the Trust 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 4.9 during 4.11, the period covered by Servicer shall direct the Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such report with such documents and records and that, on letter of agreement in conclusive reliance upon the basis of such examination, such accountants are direction of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement Servicer, and the applicable provisions of each Series Supplement, 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 Trust Collateral Agent has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 SellerServicer, to deliver to the Owner Trustee, the Indenture Trustee and the Owner Trustee each Rating Agency, on or before April 30 March 31 (or 120 90 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30March 31, 20011997, 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 report statement (the "Accountant's Report") addressed to the Board of Directors of the Servicer, to the Owner Trustee and to the Indenture Trustee, to the effect that they have examined certain such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (i) the documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); and (ii) the delinquency and loss statistics relating to the Servicer's portfolio of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables; and except as described in the Accountant's Report, disclosed no exceptions or errors in the records relating to the servicing of Receivables under this Agreement and each Series Supplementcontracts serviced for others that, compared the information contained in the Master firm's opinion, generally accepted auditing standards requires such firm to report. The Accountant's Report shall further state that (1) a review of certain agreed upon procedures was performed with respect to two randomly selected Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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 toperiod, and shall have (2) except as disclosed in the Report, no obligation exceptions or liability errors in respect of, the sufficiency of such proceduresServicer's Certificates so examined were found. (b) On The Accountants' Report shall also indicate that the firm is independent of the Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Equity Certificateholder or before April 30 Noteholder (or by any Note Owner, upon certification that such Person is a Note Owner and payment of each calendar year, beginning any expenses associated with April 30, 2001, the Master Servicer shall cause distribution thereof) by a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report request in writing to the Indenture Trustee, the Master Servicer and each Rating Agency Trustee addressed to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresCorporate Trust Office.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants")accountants, who may also render other services to the Master Servicer or to the Seller, to deliver to the Indenture Trustee Issuer, and the Owner Trustee Rating Agencies, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) August 15 of each year, beginning on April 30August 15, 2001, 2003 with respect to the twelve months ended on the immediately preceding December 31 June 30 (or other applicable dateor, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that they have examined certain documents such firm has audited the financial statements of the Servicer and records issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards, (ii) included tests relating to automotive 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 of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as obligations set forth in Articles IV and V of this Agreement and the applicable provisions Pooling and Servicing Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of each Series Supplementthe Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, except for such exceptions as they believe the Servicer shall direct the Owner Trustee in writing to be immaterial so agree; it being understood and such other exceptions as shall be set forth in such statement. Such report shall acknowledge agreed that the Indenture Owner Trustee shall be a "non- participating party" with respect to will deliver such report, or words to similar effect. The Indenture letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee shall have makes no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On The Accountants' Report shall also indicate that the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) A copy of the Accountants' Report may be obtained by any Noteholder or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause Certificateholder by a firm of nationally recognized independent public accountants (who may also render other services request in writing to the Master Servicer or Seller) to furnish a report Issuer addressed to the Indenture Trustee, the Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations Corporate Trust Office of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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 proceduresOwner Trustee.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause deliver to the Lender, the Borrower and the Collateral Agent, on or before April 30th of each year beginning in the year 1998, an Officer's Certificate, dated as of the preceding December 31st, stating that (i) a review of the activities of the Servicer during the preceding 12-month period and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. (b) The Servicer will deliver to the Lender, the Borrower and the Collateral Agent, on or before April 30th of each year beginning in the year 1999, a copy of a report prepared by a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Master Servicer or any of its Affiliates or to the Seller, to deliver Seller addressed to the Indenture Trustee Board of Directors of the Servicer or any of its Affiliates, the Lender and the Owner Trustee on or before April 30 (or 120 days after Collateral Agent and dated during the end of the Master Servicer's fiscal current year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that they have such firm has examined the Servicer's policies and procedures and issued its report thereon and expressing a summary of findings (based on certain documents procedures performed on the documents, records and accounting records that such accountants considered appropriate under the circumstances) relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 its portfolio of contracts during the period covered by preceding calendar year and that such report with such documents servicing and records and that, on the basis of such examination, such accountants are of the opinion that the servicing has been administration was conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series SupplementAgreement, except for (i) such exceptions as they such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statementreport and that such examination (1) was performed in accordance with standards established by the American Institute of Certified Public Accountants, and (2) included necessary procedures related to automotive loans serviced for others in accordance with the Uniform Single Attestation Program. Such report shall acknowledge also indicate 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 firm is independent inquiry or investigation as to, and shall have no obligation or liability in respect of, of the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report to the Indenture Trustee, the Master Servicer and each Rating Agency to its Affiliates within the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such accountants are meaning 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 Code of Professional Ethics of 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 American Institute of such proceduresCertified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master initial 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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012009, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents 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 be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Servicer’s Certificate including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (B) a statistically significant number of randomly selected receivables files relating to the servicing Servicing Portfolio which have been originated within the 12 months prior to the date of Receivables under this Agreement 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. 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, the Backup Servicer, the Agents, the Administrative Agent and each Series Supplement, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with such documents and records and thatRating Agency, on the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 and October 31 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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" year with respect to such reportthe six months ended the immediately preceding December 31 or June 30, as applicable; provided, however, that any Accountants’ Report due on or words before April 30 is not required to similar effect. The Indenture Trustee shall have no duty include the statement referred to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, clause (1) of the sufficiency 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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20012002, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that 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 Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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- 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. (b) On or before April 30 of each calendar year, beginning with April 30, 20012002, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 30 in the calendar year succeeding the Closing Date with respect to the twelve months (or shorter applicable period) ended the immediately preceding December 31 (or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each the Series Supplement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each the Series Supplement, 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- 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. (b) On or before April 30 of each calendar year, beginning with April 30, 200130 in the calendar year succeeding the Closing Date, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or the 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 either Seller, to deliver to the Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012002, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that they have examined certain documents 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 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 be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Servicer’s Certificate including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (B) a statistically significant number of randomly selected receivables files relating to the servicing Servicing Portfolio which have been originated within the 12 months prior to the date of Receivables under this Agreement 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. 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, the Backup Servicer, the Agents, the Administrative Agent and each Series Supplement, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with such documents and records and thatRating Agency, on the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, 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. (b) On or before April 30 and October 31 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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" year with respect to such reportthe six months ended the immediately preceding December 31 or June 30, as applicable; provided, however, that any Accountants’ Report due on or words before April 30 is not required to similar effect. The Indenture Trustee shall have no duty include the statement referred to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, clause (1) of the sufficiency of such procedurespreceding sentence.

Annual Independent Accountants’ Report. (a) The Master 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 Master Servicer or to the SellerServicer, to deliver to the Indenture Trustee and the Owner Trustee Servicer, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20012000, with respect to the twelve months ended the immediately preceding December 31 (or such other applicable dateperiod as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed to the Servicer, to the effect that they have examined certain documents such firm has audited the books and records relating to of the servicing of Receivables under this Agreement Servicer and each Series Supplement, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such issued its report with such documents and records thereon and that: (1) such audit was made in accordance with generally accepted auditing standards, on the basis of and accordingly included such examination, such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions auditing procedures as such firm considered necessary in the circumstances; and (2) the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Servicer shall be set forth also cause the Independent Accountants to deliver to the Servicer on such dates a letter to the effect that certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates, and, except as disclosed in such statementreport, no errors or exceptions were found in the Servicer's Certificate(s) based on the performance of such agreed upon procedures. Such report The Servicer shall acknowledge deliver a copy of the Accountants' Report, within 15 days of receipt, to the Seller, the Owner Trustee, the Indenture Trustee, the Note Insurer, the Backup Servicer and the Rating Agency. If such firm requires the Indenture Trustee or the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non- participating party" with respect to or the Owner Trustee will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The and the Indenture Trustee or the Owner Trustee shall have no duty to not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 . Delivery of each calendar yearsuch reports, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report 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 Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report compliance with the Master Servicer's computer reports which were the source any 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 proceduresits covenants hereunder.

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 Indenture Trustee Trustee, the Administrator and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 30 in calendar year 2005 with respect to the twelve months (or shorter applicable period) ended the immediately preceding December 31 (or other applicable date), a report showing that, for the prior calendar year the accounting firm has performed procedures in order to the effect provide a report on management’s assertion that 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 Servicer's 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 opinion that the servicing receivables has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each the Series SupplementSupplement related to the servicing of receivables and the reporting thereof and that assertion is fairly presented, and the accounting firm has applied certain agreed-upon procedures including comparing amounts set forth in the periodic reports prepared by the servicer (the Master Servicer’s Certificates), pursuant to Section 4.9, for certain periods in the prior calendar year with the servicer’s computer reports and that the 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 proceduresdiscrepancies disclosed. (b) On or before April 30 of each calendar year, beginning with April 30, 200130 in calendar year 2005, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or the Seller) to furnish a report to the Indenture Trustee, the Administrator and 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 Servicer's ’s Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's ’s 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 . (c) In the event such Independent Accountants require the Indenture Trustee and/or the Administrator 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 Master Servicer shall acknowledge direct the Indenture Trustee and/or the Administrator in writing to so agree; it being understood and agreed that the Indenture Trustee shall be a "non-participating party" with respect to and/or the Administrator will deliver such reportletter of agreement in conclusive reliance upon the direction of the Master Servicer, or words to similar effect. The and the Indenture Trustee shall have no duty to make and/or the Administrator has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures.

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 Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001____, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each Series SupplementAgreement, compared the information contained in the Master Servicer's 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 opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series SupplementAgreement, 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- 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. (b) On or before April 30 of each calendar year, beginning with April 30, 2001____, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (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 Indenture Trustee and Trustee, the Owner Trustee Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 October 31 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than December 31June 30) of each year, beginning on April 30October 31, 20012004, 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 certificate (which period shall not be less than six months)), a report statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that they have examined certain documents such firm has audited the books and records relating to of AmeriCredit Corp., in which the servicing of Receivables under this Agreement Servicer is included as a consolidated subsidiary, and each Series Supplement, compared issued its report thereon in connection with the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such audit report with such documents and records and that, on the basis consolidated financial statements of AmeriCredit Corp. and that (1) such examinationaudit was made in accordance with generally accepted auditing standards, and accordingly included such accountants are tests of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial accounting records and such other exceptions 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. In the event such independent public accountants require the Trust Collateral Agent, Trustee, or Back-up Servicer 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 be set forth direct the Trust Collateral Agent, Trustee and Back-up Servicer in such statement. Such report shall acknowledge writing to so agree; it being understood and agreed that the Indenture Trust Collateral Agent, Trustee shall be a "non- participating party" with respect to and Back-up Servicer will deliver such reportletter of agreement in conclusive reliance upon the direction of the Servicer, or words to similar effect. The Indenture and the Trust Collateral Agent, Trustee shall and Back-up Servicer have no duty to make not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency sufficiency, validity or correctness of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's 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. (a) The Master Servicer shall will 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 Sellerits Affiliates, to deliver to the Indenture Trustee and Trustee, the Owner Trustee Trustee, the Backup Servicer, the Insurer and each Rating Agency, on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, 2006 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as has elapsed from the Closing Date to the date of such certificate), a report (the "Accountant's Report") addressed to the board of directors of the Servicer to the effect that they have such firm has 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 Servicer's Certificates delivered pursuant to Section 4.9 during assertion that the period covered by Servicer has complied with its Minimum Servicing Standards and that such report examination (1) was conducted in accordance with such documents and records and thatthe Attestation Protocol, (2) included examining, on the basis of such examinationa test basis, such accountants are of the evidence regarding Servicer's Compliance with its Minimum Servicing Standards. The Accountant's Report shall include an opinion that the servicing has been conducted in Servicer's assertion with respect to compliance with its Minimum Servicing Standards is fairly stated in all material respects or shall report the terms 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 conditions 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 set forth in Articles IV a consolidated subsidiary and V there are no separate audits of this Agreement the books and records of Triad; provided, however, the applicable provisions of each Series Supplement, except for such exceptions as they believe Servicer is required to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that notify the Indenture Trustee shall be a "non- participating party" with respect to such report, or words to similar effect. The Indenture Trustee shall have and the Insurer in writing that there are no duty to make any independent inquiry or investigation as to, separate audits of the books and shall have no obligation or liability in respect of, the sufficiency records of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or 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 Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts Triad and that on therefore the basis Servicer will not be delivering the report. Notwithstanding this Section 4.11, if the Backup Servicer is then acting as the successor Servicer, it shall only be required to provide a copy 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 its annual SAS 70 report 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 proceduresits audited financial statements.