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, 2002, 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 (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 ACCOUNTANTSIndependent Accountants"), who may also render other services to the Servicer or to the Receivables Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, Master Servicer and the Insurer and each Rating AgencyMajority Noteholder, 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, 20022003, 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 (which period shall not be less than six months)), a statement (the "ACCOUNTANTSAccountants' REPORTReport") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Master Servicer and to the InsurerMajority Noteholder, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Receivables Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to (A) three randomly selected Servicer's 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 foundfound and (B) a statistically significant number of randomly selected Receivables Files as determined by such Independent Accountants. If the long-term senior unsecured debt of AmeriCredit Corp. is rated by either Standard & Poor's or Moody's below B or B2, respectively, or if an Event of Default shall have occurred and be continuing, then the Servicer will cause the Independent Accountants to deliver an Accountants' Report quarterly to the Owner Trustee, the Indenture Trustee, the Master Servicer and the Majority Noteholder on or before January 31, April 30, July 31 and October 31 of each year with respect to the three months ended the immediately preceding September 30, December 31, March 31 or June 30, as applicable.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), who may also render other services to the Servicer or to the 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, 20022001, 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 (which period shall not be less than six months)), a statement (the "ACCOUNTANTSAccountants' REPORTReport") 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. Quarterly Reviews. --------------------------------------------------------- (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants who shall be selected by the Servicer and acceptable to the Administrative Agent (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), who may ----------------------- also render other services to the Servicer or to the either Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Administrative 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, 20022001, 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 Effective Date to the date of such certificate (which period shall not be less than six months)certificate), a statement (the "ACCOUNTANTSAccountants' REPORTReport") 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 InsurerAdministrative Agent and the Backup Servicer, to the effect that such firm has audited the books and records of AmeriCredit Corp.AmeriCredit, 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. (such consolidated financial statements delivered pursuant to Section 2.3(d) hereof) and that (1) such audit was made in -------------- accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and (2) the firm is independent of the Seller Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (b) Each of the Custodian and the Servicer will furnish to the Administrative Agent from time to time such information with respect to it and the Receivables as the Administrative Agent may reasonably request. Each of the Custodian and the Servicer will, from time to time during regular business hours as requested by the Administrative Agent upon reasonable notice and at the sole cost of the Servicer, permit the Administrative Agent, or its agents or representatives, (i) to examine and make copies of and abstracts from all records in the possession or under the control of such person relating to the Receivables, the Other Conveyed Property related thereto and the Asset Backed Securities, including, without limitation, the related Contracts and ABS Documents, and (3ii) includes to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person's financial condition or the Receivables, the Other Conveyed Property and the Asset Backed Securities or any Person's performance under any of the Basic Agreements or any Person's performance under the Contracts and, in each case, with any of the officers or employees of such Person having knowledge of such matters; provided, however, that unless a Potential Termination Event, a Termination Event, a Potential Servicer Termination Event or a Servicer Termination Event has occurred and is continuing, such visits shall be conducted no more than twice per calendar year and the aggregate costs and expenses for which the Servicer shall be liable pursuant to this Section 5.11(b) shall be limited to $30,000 per calendar year. --------------- (c) The Independent Accountants shall undertake a semi-annual data integrity review substantially in the form of Exhibit F hereto, as such Exhibit F may from time to time be amended by agreement of the Borrower and the Administrative Agent, with the consent of the Required Lending Groups; the report of Independent Accountants on the application results of agreed upon procedures such data integrity review shall be completed and delivered to three randomly selected Servicer's Certificates including the delinquencyAdministrative Agent, default the Borrower, and loss statistics required the Servicer within 20 days following the completion of the review. If Receivables constituting Collateral are less than 5% of the aggregate principal amount of assets constituting any asset backed transaction each such data integrity review shall include an examination of (i) 30 Receivable Files with respect to be specified therein noting whether any exceptions or errors Receivables which are included in the Servicer's Certificates were foundCollateral, if as of the last day of any such calendar quarter the daily average Aggregate Net Investment for such quarter attributable to Receivables is 50% or less of the daily average Maximum Facility Limit for such quarter and (ii) 75 Receivable Files with respect to Receivables which are included in the Collateral, if as of the last day of any such calendar quarter the daily average Aggregate Net Investment for such quarter attributable to Receivables is more than 50% of the daily average Maximum Facility Limit for such quarter. If Receivables constituting Collateral are equal to or greater than 5% of the aggregate principal amount of assets constituting any asset backed transaction each such data integrity review shall include the examination of at least "X" Receivables Files with respect to Receivables which are included in the Collateral, where "X" is the number equal to the product of (i) the number of receivables included in such data integrity review and (ii) a fraction the numerator of which is the number of Receivables included in the Collateral and the denominator of which is the total number of receivables (including Receivables) included in the pool of receivables subject to any such asset backed transaction.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Issuer, the Indenture Trustee, the Owner Trustee, the Trust Collateral each Agent, the Backup Servicer, the Insurer Security Insurer, the Collateral Agent 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, 20021997, 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 (which period shall not be less than six months)certificate), a statement (the "ACCOUNTANTS' REPORTAccountant's Report") addressed to the Board of Directors of the Servicer, to the Agents, the Indenture Trustee, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, Agent and 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 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, sale and servicing agreements and warehousing 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 and sale and servicing 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. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Issuer, the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Security Insurer, the Collateral Agent 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, 20021997, 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 (which period shall not be less than six months)certificate), a statement (the "ACCOUNTANTS' REPORTAccountant's Report") addressed to the Board of Directors of the Servicer, to the Agent, the Indenture Trustee, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, Agent and 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 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, sale and servicing agreements and warehousing 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 and sale and servicing 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 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, 2002, 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 (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 40 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 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, 20022001, 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 (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 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, 20022003, 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 (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, 20022001, 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 (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 ACCOUNTANTSIndependent 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, 20022001, 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 (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"“Independent Accountants”), who may also render other services to UPFC, UACC, the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Administrative/Collateral Agent, the Backup Servicer, the Insurer Agents and each Rating Agency, on or before October March 31 (or 120 91 days after the end of the Servicer's ’s fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 20022005, 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 Effective Date to the date of such certificate (which period shall not be less than six months)certificate), a statement (the "ACCOUNTANTS' REPORT"“Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Administrative/Collateral Agent, the Backup Servicer and to the InsurerAgents, to the effect that such firm has audited the books and records consolidated financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, UPFC 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 UPFC, UACC, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures acceptable to the Required Lenders (such procedures to be substantially similar to those set forth in the letter attached as Exhibit D hereto) to (A) three randomly selected Servicer's Certificates Distribution Date Statements including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Distribution Date Statements were found and (B) a statistically significant number of randomly selected Contract Files. In the event that such Independent Accountants require the Administrative/Collateral Agent or the Backup Servicer to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 8.7, the Agents shall direct the Administrative/Collateral Agent or the Backup Servicer in writing to so agree; it being understood and agreed that the Administrative/Collateral Agent or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the written direction of the Agents, and the Administrative/Collateral Agent or the Backup Servicer has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Notwithstanding the foregoing, if CenterOne shall become the successor Servicer's Certificates were found, such report (A) shall relate only to the Contracts and CenterOne’s servicing of the Contracts, (B) the fees and expenses of CenterOne associated therewith shall be reimbursable, and (C) the independence of the accountants shall be only with respect to CenterOne and its affiliates The Servicer shall promptly deliver to each Agent a copy of the accountants letter delivered in connection with each Take-Out Securitization.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "INDEPENDENT ACCOUNTANTS"“Independent Accountants”), who may also render other services to UPFC, UACC, the Servicer or to the SellerSellers, to deliver to the Trustee, the Owner Trustee, the Trust Administrative/Collateral Agent, the Backup Servicer, the Insurer Agents and each Rating Agency, on or before October March 31 (or 120 91 days after the end of the Servicer's ’s fiscal year, if other than June 30December 31) of each year, beginning on October March 31, 20022005, 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 Effective Date to the date of such certificate (which period shall not be less than six months)certificate), a statement (the "ACCOUNTANTS' REPORT"“Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Administrative/Collateral Agent, the Backup Servicer and to the InsurerAgents, to the effect that such firm has audited the books and records consolidated financial statements of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, UPFC 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 UPFC, UACC, the Seller Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures acceptable to the Required Lenders (such procedures to be substantially similar to those set forth in the letter attached as Exhibit D hereto) to (A) three randomly selected Servicer's Certificates Distribution Date Statements including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Distribution Date Statements were found and (B) a statistically significant number of randomly selected Contract Files. In the event that such Independent Accountants require the Administrative/Collateral Agent or the Backup Servicer to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 8.7, the Agents shall direct the Administrative/Collateral Agent or the Backup Servicer in writing to so agree; it being understood and agreed that the Administrative/Collateral Agent or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the written direction of the Agents, and the Administrative/Collateral Agent or the Backup Servicer has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Notwithstanding the foregoing, if CenterOne shall become the successor Servicer's Certificates were found, such report (A) shall relate only to the Contracts and CenterOne’s servicing of the Contracts, (B) the fees and expenses of CenterOne associated therewith shall be reimbursable, and (C) the independence of the accountants shall be only with respect to CenterOne and its affiliates The Servicer shall promptly deliver to each Agent a copy of the accountants letter delivered in connection with each Take-Out Securitization.

Annual Independent Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), who ----------------------- may also render other services to the Servicer or to the either Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer Agents, the Administrative Agent 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, 2002, 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 (which period shall not be less than six months)), a statement (the "ACCOUNTANTSAccountants' REPORTReport") 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 InsurerAdministrative Agent, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures (such procedures to be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) 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 foundfound and (B) a statistically significant number of randomly selected Receivables Files (which shall in no event be less than 50 or more than 190). If the long-term senior unsecured debt of AmeriCredit Corp. is rated by either S&P or Xxxxx'x below B or Ba3, respectively, or if an Event of Default shall have occurred and be continuing, then the Servicer will cause the Independent Accountants to deliver an Accountants' Report quarterly to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and each Rating Agency, on or before January 31, April 30, July 31 and October 31 of each year with respect to the three months ended the immediately preceding September 30, December 31, March 31 or June 30, as applicable.