Common use of Annual Servicing Review Clause in Contracts

Annual Servicing Review. 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, to deliver to the Owner Trustee, the Collateral Agent, the Backup Servicer, the Note 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, 2007, with respect to the twelve (12) 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 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 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 (3) randomly selected Servicer’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates were found. In the event such firm requires the Collateral Agent to agree to the procedures performed by such firm, the Servicer shall direct the Collateral Agent to so agree, it being understood and agreed that the Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Agent makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Without otherwise limiting the scope of the examination, the Note Insurer may, using generally accepted audit procedures, verify the status of each Receivable and review the Receivable Files and records relating thereto for conformity to the Servicer’s Certificates prepared pursuant to Section 2.09 hereof, conformity with the Credit Policy and compliance with the servicing standards and the Servicing Policies and Procedures pursuant to this Agreement. In furtherance and not in limitation of the foregoing, a quarterly operational audit shall be performed at the Note Insurer’s request, however such audit shall not be performed more than once each calendar quarter, with respect to the Receivable Files by an independent auditor approved in writing by the Note Insurer commencing with the March 2005 quarter end and such report shall be delivered 30 days after each quarter end. The scope of such quarterly audit shall be as set forth in Exhibit C hereto.

Annual Servicing Review. 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, to deliver to the Owner Trustee, the Collateral Agent, the Backup Servicer, the Note 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, 20072002, with respect to the twelve (12) 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 Collateral Agent, 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 (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 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 (3) 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 firm requires the Collateral Agent to agree to the procedures performed by such firm, the Servicer shall direct the Collateral Agent to so agree, it being understood and agreed that the Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Agent makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Without otherwise limiting the scope of the examination, the Note Insurer may, using generally accepted audit procedures, verify the status of each Receivable and review the Receivable Files and records relating thereto for conformity to the Servicer’s 's Certificates prepared pursuant to Section 2.09 hereof, conformity with the Dealer Underwriting Guide and with the Credit and Collection Policy and compliance with the servicing standards and the Servicing Policies Credit and Procedures Collection Policy pursuant to this Agreement. In furtherance and not in limitation of the foregoing, a quarterly operational audit shall be performed at the Note Insurer’s request, however such audit shall not be performed more than once each calendar quarter, with respect to the Receivable Files by an independent auditor approved in writing by the Note Insurer commencing with the March 2005 quarter end and such report shall be delivered 30 days after each quarter end. The scope of such quarterly audit shall be as set forth in Exhibit C hereto.

Annual Servicing Review. 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, to deliver to the Owner Trustee, the Collateral Agent, the Backup Standby Servicer, the Note 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, 20072005, with respect to the twelve (12) 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 Owner Trustee, the Standby Servicer, the Collateral Agent, 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 (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 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 (3) randomly selected Servicer’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates were found. In the event such firm requires the Collateral Agent to agree to the procedures performed by such firm, the Servicer shall direct the Collateral Agent to so agree, it being understood and agreed that the Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Agent makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Without otherwise limiting the scope of the examination, the Note Insurer may, using generally accepted audit procedures, verify the status of each Receivable and review the Receivable Files and records relating thereto for conformity to the Servicer’s Certificates prepared pursuant to Section 2.09 hereof, conformity with the Dealer Underwriting Guide and with the Credit and Collection Policy and compliance with the servicing standards and the Servicing Policies Credit and Procedures Collection Policy pursuant to this Agreement. In furtherance and not in limitation of the foregoing, a quarterly operational audit shall be performed at the Note Insurer’s request, however such audit shall not be performed more than once each calendar quarter, with respect to the Receivable Files by an independent auditor approved in writing by the Note Insurer commencing with the March 2005 quarter end and such report shall be delivered 30 days after each quarter end. The scope of such quarterly audit shall be as set forth in Exhibit C hereto.

Annual Servicing Review. 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, ----------------------- to deliver to the Owner Trustee, the Collateral Agent, the Backup Servicer, the Note 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, 20072002, with respect to the twelve (12) 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 Collateral Agent, 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 (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 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 (3) 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 firm requires the Collateral Agent to agree to the procedures performed by such firm, the Servicer shall direct the Collateral Agent to so agree, it being understood and agreed that the Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Agent makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Without otherwise limiting the scope of the examination, the Note Insurer may, using generally accepted audit procedures, verify the status of each Receivable and review the Receivable Files and records relating thereto for conformity to the Servicer’s 's Certificates prepared pursuant to Section 2.09 hereof, conformity with the Dealer Underwriting Guide and with the Credit and Collection Policy and compliance with the servicing standards and the Servicing Policies Credit and Procedures Collection Policy pursuant to this Agreement. In furtherance and not in limitation of the foregoing, a quarterly operational audit shall be performed at the Note Insurer’s request, however such audit shall not be performed more than once each calendar quarter, with respect to the Receivable Files by an independent auditor approved in writing by the Note Insurer commencing with the March 2005 June 2002 quarter end and such report shall be delivered 30 days after each quarter end. The scope of such quarterly audit shall be as set forth in Exhibit C hereto.