Common use of Annual Independent Accountants’ Report Clause in Contracts

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

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 1999, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm 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 for each Trust and (2) except as disclosed in the Report, no exceptions or errors in the Servicer's Certificates so examined were found. (b) 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 by any Note Owner, upon certification that such Person is a Note Owner and (3payment of any expenses associated with the distribution thereof) includes by a report on request in writing to the application of agreed upon procedures Indenture Trustee addressed to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were foundCorporate Trust Office.

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

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

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

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or before October March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Accountant's Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer and to the Security Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (1) the documents and records concerning the servicing of automobile installment sales contracts under pooling and servicing agreements and sale and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements and sale and servicing agreements covered thereby, including this Agreement); and (2) the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm 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 for each Trust and (2) except as disclosed in the Report, no exceptions or errors in the Servicer's Certificates so examined were found. (b) 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 by any Note Owner, upon certification that such Person is a Note Owner and (3payment of any expenses associated with the distribution thereof) includes by a report on request in writing to the application of agreed upon procedures Indenture Trustee addressed to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were foundCorporate 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 Seller, to deliver to the Indenture Trustee, the Administrator and the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, Trustee on or before October 31 April 30 (or 120 days after the end of the Master Servicer's ’s fiscal year, if other than June 30December 31) of each year, beginning on October 31, 1999, April 30 in calendar year 2006 with respect to the twelve months (or shorter applicable period) ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (report showing that, for the "Accountants' Report") addressed prior calendar year the accounting firm has performed procedures in order to provide a report on management’s assertion that the servicing of receivables has been conducted in compliance with the terms and conditions set forth in Articles IV and V of this Agreement and applicable provisions of the Series Supplement related to the Board servicing of Directors receivables and the reporting thereof and that assertion is fairly presented. (b) On or before April 30 of each calendar year, beginning with April 30 in calendar year 2006, the Servicer, 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 an agreed-upon procedures report to the Indenture Trustee, the Owner Trustee, Administrator and the Trust Collateral Agent, the Backup Master Servicer and to the Insurer, to the effect that they have applied certain agreed-upon procedures comparing 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 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 Master Servicer’s computer reports which were the source of such amounts and that on the consolidated financial statements basis of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standardscomparison, and accordingly included such tests accountants are of the accounting records opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other auditing exceptions as shall be set forth in such statement. (c) In the event such Independent Accountants require the Indenture Trustee and/or the Administrator to agree to the procedures as to be performed by such firm considered necessary in the circumstances; (2) the firm is independent any 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 reports required to be specified therein noting whether prepared pursuant to this Section 4.11, the Master Servicer shall direct the Indenture Trustee and/or the Administrator in writing to so agree; it being understood and agreed that the Indenture Trustee and/or the Administrator will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and/or the Administrator has not made any exceptions independent investigation as to, and shall have no obligation or errors liability in respect of, the Servicer's Certificates were foundsufficiency, validity or correctness of such procedures.

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

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

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

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

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

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

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

Annual Independent Accountants’ Report. (a) The Servicer shall shall, at its expense, cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, Servicer and the Insurer and each Rating AgencyInsurer, on or before October 31 March 30 (or 120 90 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31March 30, 19991998, with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer Agent and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that such audit (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsservicing agreements covered thereby, and including this Agreement); (3) includes a report on included an examination of the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default delinquency and loss statistics required relating to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.portfolio of automobile installment sales contracts; and

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

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

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

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

Annual Independent Accountants’ Report. The Servicer shall will cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Sellerits Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than June 30December 31) of each year, beginning on October 31April 30, 1999, 2004 with respect to the twelve months ended the immediately preceding June 30 December 31 (or other applicable date) (or such other period as shall have has elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") report addressed to the Board board of Directors directors of the Servicer, to the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer Trustee and to the Insurer, to the effect that such firm has audited reviewed the servicing of the Receivables by the Servicer and that such review (1) included tests relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth in the Agreement, and (2) 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 such firm is required to report under the Program. Except to the extent otherwise required by the applicable law, the Servicer is not required to deliver the report hereunder if New South is reported solely as a consolidated subsidiary and there are no separate audits of the books and records of AmeriCredit Corp.New South; provided, in which however, the Servicer is included as a consolidated subsidiary, required to notify the Indenture Trustee in writing that there are no separate audits of the books and issued its report thereon in connection with the audit report on the consolidated financial statements records of AmeriCredit Corp. New South and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and therefore the Servicer within will not be delivering the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were foundreport.

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

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

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

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Servicer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's ’s fiscal year, if other than June 30) of each year, beginning on October 31, 19992005, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificatecertificate (which period shall not be less than six months)), a statement (the "“Accountants' ’ Report"”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, Agent and the Backup Servicer and to the InsurerServicer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's ’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's ’s Certificates were found. 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 any of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent, Trustee and Backup Servicer in writing to so agree; it being understood and agreed that the Trust Collateral Agent, Trustee and Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent, Trustee and Backup Servicer have not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Accountants’ Report. (a) The Servicer shall shall, at its expense, cause [Name of Independent Accountants] or a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or to the SellerServicer, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Certificate Insurer, the Depositor, the Certificateholders and each Rating Agency, on or before October 31 (or 120 days for the first two calendar months after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date and if exceptions or errors that are required by generally accepted auditing standards to the date of be reported exists, for each month thereafter until reports for two such certificate)consecutive months indicate no exceptions or errors that are required by generally accepted auditing standards to be reported, a statement (the "Accountants' ReportACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, to the Backup Servicer Servicer, to the Depositor and to the Certificate Insurer, to the effect that such firm has audited the books and records financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that such audit (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the 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 portfolio of automobile installment sales contracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that (1) except as disclosed in the Report, no exceptions or errors in the Servicer's Certificates so examined were found; and (2) the delinquency and loss information relating to the Receivables contained in the Servicer's Certificates were found to be accurate. In addition, the Accountant's Report must also be submitted on or before [_______][_] of each year, beginning on [_______][_], 200[_] with respect to the twelve months ended the immediately preceding December 31. The Accountant's Report to be submitted on an annual basis shall also indicate that a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates for the Trust. (b) 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, and . (3c) includes A copy of the Accountants' Report may be obtained by any Certificateholder by a report on request in writing to the application of agreed upon procedures Trustee addressed to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were foundCorporate Trust Office.

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

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

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

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

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

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

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

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

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

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

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

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

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