of any such obligation, specifying each such default
known to such officer and the nature and status thereof.
The Servicer shall deliver to Administrative Agent, the Collateral Agent, the
Custodian (if other than CAR) and the Backup Servicer, promptly after having
obtained knowledge thereof, but in no event later than two Business Days
thereafter, written notice in an Officers' Certificate of any event that, with
the giving of notice or lapse of time, would become a Servicer Default, Event of
Default or a Facility Termination Event.
QUARTERLY INDEPENDENT ACCOUNTANTS' REPORT.
8.
THE SERVICER SHALL CAUSE BDO
SIEDMAN LLP OR OTHER FIRM OF NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS (THE "INDEPENDENT ACCOUNTANTS"), WHO MAY ALSO RENDER OTHER SERVICES
TO CCRT, CAR, THE SERVICER OR THE SELLER, TO DELIVER TO THE ADMINISTRATIVE
AGENT, ON OR BEFORE APRIL 30, JULY 31, OCTOBER 31 AND JANUARY 31 OF EACH YEAR,
BEGINNING ON JULY 31, 2005, WITH RESPECT TO THE FISCAL QUARTER ENDED ONE MONTH
PREVIOUSLY (OR SUCH OTHER PERIOD AS SHALL HAVE ELAPSED FROM THE EFFECTIVE DATE
TO THE DATE OF SUCH CERTIFICATE), A STATEMENT (THE "ACCOUNTANTS' REPORT")
ADDRESSED TO THE ADMINISTRATIVE AGENT TO THE EFFECT THAT (1) THE FIRM IS
INDEPENDENT OF CCRT, CAR, THE SELLER AND THE SERVICER WITHIN THE MEANING OF THE
CODE OF PROFESSIONAL ETHICS OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS, AND (2) INCLUDED THEREIN IS A REPORT ON THE RESULTS OF THE
APPLICATION OF AGREED UPON PROCEDURES ACCEPTABLE TO THE REQUIRED LENDERS (SUCH
PROCEDURES TO BE SUBSTANTIALLY SIMILAR TO THOSE SET FORTH IN THE FIELD
EXAMINATION REPORT DATED AUGUST 25, 2004 PREPARED FOR
18
DBNY BY EVERGREEN COLLATERAL CONSULTING, LLC PRIOR TO THE OCCURRENCE AND
CONTINUATION OF A FACILITY TERMINATION EVENT) TO (A) A RANDOMLY SELECTED
DISTRIBUTION DATE STATEMENT 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.
IF, IN ITS SOLE
DISCRETION, THE ADMINISTRATIVE AGENT AT ANY TIME AGREES THAT THE SERVICER NEED
ONLY PROVIDE AN ACCOUNTANT'S REPORT ON ANNUAL BASIS, SUCH STATEMENT WILL CONTAIN
A REPORT ON FOUR RANDOMLY SELECTED DISTRIBUTION DATE STATEMENTS FROM THE
PRECEDING YEAR.
SUCH REPORT SHALL SET FORTH THE AGREED-UPON PROCEDURES
PERFORMED AND WILL BE MADE AVAILABLE TO EACH OF THE ADMINISTRATIVE AGENT,
COLLATERAL AGENT, AND THE BACK-UP SERVICER UPON EACH SUCH PARTY REACHING
AGREEMENT WITH THE INDEPENDENT ACCOUNTANTS CONCERNING ANY POTENTIAL TERMS OR
CONDITIONS ASSOCIATED WITH THE REPORT'S RELEASE.
IN THE EVENT THAT SUCH
INDEPENDENT ACCOUNTANTS REQUIRE THE ADMINISTRATIVE AGENT TO AGREE TO THE
PROCEDURES TO BE PERFORMED BY SUCH FIRM IN ANY OF THE REPORTS REQUIRED TO BE
PREPARED PURSUANT TO THIS SECTION 8.7, THE AGENTS SHALL DIRECT THE
ADMINISTRATIVE AGENT IN WRITING TO SO AGREE; IT BEING UNDERSTOOD AND AGREED THAT
THE ADMINISTRATIVE AGENT WILL DELIVER SUCH LETTER OF AGREEMENT IN CONCLUSIVE
RELIANCE UPON THE WRITTEN DIRECTION OF THE AGENTS, AND THE ADMINISTRATIVE AGENT
HAS NOT MADE ANY INDEPENDENT INQUIRY