EVENT SHALL HAVE OCCURRED;
(C)
THE AGENT SHALL HAVE PROVIDED WRITTEN CONSENT
WITH RESPECT TO SUCH TRANSACTION; PROVIDED, THAT NO SUCH CONSENT SHALL BE
REQUIRED FOR ANY MERGER OF AN ORIGINATOR WITH (I) ANOTHER ORIGINATOR PARTY
HERETO AS SUCH AS OF THE DATE HEREOF OR WITH (II) THE RECEIVABLES SELLER;
(D)
ANY ACTION AS IS NECESSARY TO MAINTAIN THE
INTEREST OF THE AGENT, AND SECURITY INTEREST CREATED BY THIS AGREEMENT IN, THE
RECEIVABLES SOLD BY THE SPV TO THE INVESTORS HEREUNDER AND THE RELATED SECURITY,
COLLECTIONS AND PROCEEDS THEREOF SHALL HAVE BEEN TAKEN; AND
(E)
SUCH ORIGINATOR SHALL HAVE DELIVERED TO THE
AGENT AN OPINION OF COUNSEL STATING THAT SUCH SECURITY INTEREST IN FAVOR OF THE
AGENT IS PERFECTED AND SUBJECT TO NO ADVERSE CLAIM AND THAT ALL CONDITIONS
PRECEDENT HEREIN PROVIDED FOR RELATING TO SUCH TRANSACTION HAVE BEEN COMPLIED
WITH.
SECTION 6.3
DELIVERY OF AUDIT RELATED
MATERIALS.
Each Originator, the Receivables Seller and the Servicer agrees to provide to
the Agent, not later than October 26, 2005, all materials previously requested
(and any materials requested to clarify or otherwise explain any materials
delivered in respect of such previous requests) by Agent or its agents in
respect of the pre-closing audit of each Originator, the Receivables Seller and
the Servicer and the Receivables originated by each of them.
ARTICLE VII
ADMINISTRATION AND COLLECTIONS
SECTION 7.1
APPOINTMENT OF SERVICER.
(A)
THE SERVICING, ADMINISTERING AND COLLECTION
OF THE RECEIVABLES SHALL BE CONDUCTED BY THE PERSON (THE "SERVICER") SO
DESIGNATED FROM TIME TO TIME AS SERVICER IN ACCORDANCE WITH THIS SECTION 7.1.
EACH OF THE SPV, THE CLASS AGENTS, THE AGENT AND THE INVESTORS HEREBY APPOINTS
AS ITS AGENT THE SERVICER, FROM TIME TO TIME DESIGNATED PURSUANT TO THIS
SECTION, TO ENFORCE ITS RESPECTIVE RIGHTS AND INTERESTS IN AND UNDER THE
AFFECTED ASSETS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE SPV AND
EACH ORIGINATOR HEREBY GRANTS TO ANY SERVICER APPOINTED HEREUNDER AN IRREVOCABLE
POWER OF ATTORNEY TO TAKE ANY AND ALL STEPS IN THE SPV'S AND/OR SUCH
ORIGINATOR'S NAME AND ON BEHALF OF THE SPV OR SUCH ORIGINATOR AS NECESSARY OR
DESIRABLE, IN THE REASONABLE DETERMINATION OF THE SERVICER, TO COLLECT ALL
AMOUNTS DUE UNDER ANY AND ALL RECEIVABLES, INCLUDING ENDORSING THE SPV'S AND/OR
SUCH ORIGINATOR'S NAME ON CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS
AND ENFORCING SUCH RECEIVABLES AND TO TAKE ALL SUCH OTHER ACTIONS SET FORTH IN
THIS ARTICLE VII.
UNTIL THE AGENT GIVES NOTICE TO THE SERVICER (IN ACCORDANCE
WITH THIS SECTION 7.1) OF THE DESIGNATION OF A NEW SERVICER, BOISE CASCADE IS
HEREBY DESIGNATED AS, AND HEREBY AGREES TO PERFORM THE DUTIES AND OBLIGATIONS
OF, THE SERVICER PURSUANT TO THE TERMS HEREOF.
UPON EITHER (I) THIRTY (30)
DAYS' PRIOR WRITTEN NOTICE TO THE SERVICER OR (II) THE OCCURRENCE
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OF A TERMINATION EVENT, THE AGENT MAY, AND UPON THE DIRECTION OF THE
CLASS AGENTS SHALL, DESIGNATE AS SERVICER ANY PERSON (INCLUDING ITSELF) TO
SUCCEED BOISE CASCADE OR ANY SUCCESSOR SERVICER, ON THE CONDITION IN EACH CASE