THAT ANY SUCH PERSON SO DESIGNATED SHALL AGREE TO PERFORM THE DUTIES AND
OBLIGATIONS OF THE SERVICER PURSUANT TO THE TERMS HEREOF.
(B)
UPON THE DESIGNATION OF A SUCCESSOR SERVICER
AS SET FORTH ABOVE, BOISE CASCADE AGREES THAT IT WILL TERMINATE ITS ACTIVITIES
AS SERVICER HEREUNDER IN A MANNER WHICH THE AGENT DETERMINES WILL FACILITATE THE
TRANSITION OF THE PERFORMANCE OF SUCH ACTIVITIES TO THE NEW SERVICER, AND BOISE
CASCADE SHALL COOPERATE WITH AND ASSIST SUCH NEW SERVICER.
SUCH COOPERATION
SHALL INCLUDE ACCESS TO AND TRANSFER OF RECORDS AND USE BY THE NEW SERVICER OF
ALL RECORDS, LICENSES, HARDWARE OR SOFTWARE NECESSARY OR DESIRABLE TO COLLECT
THE RECEIVABLES AND THE RELATED SECURITY.
(C)
BOISE CASCADE ACKNOWLEDGES THAT THE SPV,
THE CLASS AGENTS, THE AGENT AND THE INVESTORS HAVE RELIED ON BOISE CASCADE'S
AGREEMENT TO ACT AS SERVICER HEREUNDER IN MAKING THEIR DECISION TO EXECUTE AND
DELIVER THIS AGREEMENT.
ACCORDINGLY, BOISE CASCADE AGREES THAT IT WILL NOT
VOLUNTARILY RESIGN AS SERVICER.
(D)
THE SERVICER MAY NOT DELEGATE ANY OF ITS
RIGHTS, DUTIES OR OBLIGATIONS HEREUNDER, OR DESIGNATE A SUBSTITUTE SERVICER,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT, AND PROVIDED THAT THE SERVICER
SHALL CONTINUE TO REMAIN SOLELY LIABLE FOR THE PERFORMANCE OF THE DUTIES AS
SERVICER HEREUNDER NOTWITHSTANDING ANY SUCH DELEGATION HEREUNDER.
THE SERVICER
MAY DELEGATE ITS DUTIES AND OBLIGATIONS HEREUNDER TO ANY AFFILIATE SUBSERVICER
(EACH, A "SUB-SERVICER"); PROVIDED THAT, IN EACH SUCH DELEGATION, (I) SUCH
SUB-SERVICER SHALL AGREE IN WRITING TO PERFORM THE DUTIES AND OBLIGATIONS OF THE
SERVICER PURSUANT TO THE TERMS HEREOF, (II) THE SERVICER SHALL REMAIN PRIMARILY
LIABLE TO THE SPV, THE AGENT, THE CLASS AGENTS AND THE INVESTORS FOR THE
PERFORMANCE OF THE DUTIES AND OBLIGATIONS SO DELEGATED, (III) THE ORIGINATORS,
SPV, THE AGENT, THE CLASS AGENTS AND THE INVESTORS SHALL HAVE THE RIGHT TO LOOK
SOLELY TO THE SERVICER FOR PERFORMANCE AND (IV) THE TERMS OF ANY AGREEMENT WITH
ANY SUB-SERVICER SHALL PROVIDE THAT THE AGENT MAY TERMINATE SUCH AGREEMENT UPON
THE TERMINATION OF THE SERVICER HEREUNDER BY GIVING NOTICE OF ITS DESIRE TO
TERMINATE SUCH AGREEMENT TO THE SERVICER (AND THE SERVICER SHALL PROVIDE
APPROPRIATE NOTICE TO SUCH SUB-SERVICER).
(E)
BOISE CASCADE HEREBY IRREVOCABLY AGREES
THAT IF AT ANY TIME IT SHALL CEASE TO BE THE SERVICER HEREUNDER, IT SHALL ACT
(IF THE THEN CURRENT SERVICER SO REQUESTS) AS THE DATA-PROCESSING AGENT OF THE
SERVICER AND, IN SUCH CAPACITY, BOISE CASCADE SHALL CONDUCT THE DATA-PROCESSING
FUNCTIONS OF THE ADMINISTRATION OF THE RECEIVABLES AND THE COLLECTIONS THEREON
IN SUBSTANTIALLY THE SAME WAY THAT BOISE CASCADE CONDUCTED SUCH DATA-PROCESSING
FUNCTIONS WHILE IT ACTED AS THE SERVICER.
SECTION 7.2
DUTIES OF SERVICER.
(A)
THE SERVICER SHALL TAKE OR CAUSE TO BE
TAKEN ALL SUCH ACTION AS MAY BE NECESSARY OR ADVISABLE TO ADMINISTER, SERVICE
AND COLLECT EACH RECEIVABLE FROM TIME TO TIME, ALL AT THE SERVICER'S EXPENSE AND
IN ACCORDANCE WITH THIS AGREEMENT AND ALL APPLICABLE LAWS, WITH REASONABLE CARE
AND DILIGENCE, AND IN ACCORDANCE WITH THE CREDIT AND COLLECTION POLICY;
PROVIDED, HOWEVER, THAT SERVICER SHALL