CLOSING UNDER THE ASSET PURCHASE AGREEMENT AND MAY BE WITHHELD AFTER THE THIRD
ANNIVERSARY IN FPH'S REASONABLE DISCRETION).
IN NO EVENT SHALL BCC, WITHOUT THE
PRIOR WRITTEN CONSENT OF FPH, TRANSFER ANY UNITS TO BCC OR ANY SUBSIDIARY OF BCC
THAT OWNED, LEASED OR LICENSED ANY ASSETS TRANSFERRED TO BOISE HOLDINGS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT.
THE FOREGOING CONSENT RIGHTS SHALL NOT BE ASSIGNABLE BY FPH OR INURE TO THE
BENEFIT OF ANY TRANSFEREE, SUCCESSOR OR ASSIGN OF FPH, EXCEPT FOR AN AFFILIATE
OF FPH WHO IS (OR BECOMES) A SECURITYHOLDER.
NOTWITHSTANDING THE FOREGOING AND
EXCEPT IN THE CASE OF A PUBLIC SALE, ANY TRANSFER OF UNITS BY A BCC HOLDER SHALL
BE NULL AND VOID AND BOISE HOLDINGS SHALL REFUSE TO RECOGNIZE SUCH TRANSFER
UNLESS THE TRANSFEREE EXECUTES AND DELIVERS TO EACH PARTY HERETO AN AGREEMENT (A
"BCC JOINDER AGREEMENT"): (I) ACKNOWLEDGING THAT ALL UNITS OR INTERESTS IN ANY
UNITS SO TRANSFERRED ARE AND SHALL REMAIN SUBJECT TO THIS AGREEMENT; AND (II)
AGREEING TO BE BOUND HEREBY.
FURTHERMORE, AS A CONDITION PRECEDENT TO ANY
TRANSFER OF UNITS BY A BCC HOLDER, BCC MUST CERTIFY IN WRITING TO BOISE
HOLDINGS, WITHOUT QUALIFICATION, THAT (A) EACH OF BCC, BCC AND ANY AFFILIATE OF
BCC OR BCC (COLLECTIVELY, INCLUDING BOISE CASCADE OFFICE PRODUCTS CORP. AND
OFFICEMAX, INCORPORATED, THE "BCC PARTIES") IS IN GOOD STANDING UNDER EACH
AGREEMENT, ARRANGEMENT OR COVENANT TO WHICH A BCC PARTY IS PARTY WITH FPH OR ANY
OF FPH'S AFFILIATES (INCLUDING, WITHOUT LIMITATION, THE ASSET PURCHASE
AGREEMENT, THE BOS PAPER SALES AGREEMENT AND THE ADDITIONAL CONSIDERATION
AGREEMENT, THE "RELEVANT AGREEMENTS"), (B) NO BCC PARTY HAS IN ANY MATERIAL
RESPECT DEFAULTED UNDER OR BREACHED, OR IS IN ANY MATERIAL RESPECT IN DEFAULT
UNDER OR IN BREACH OF, ANY RELEVANT AGREEMENT AND (C) EACH SUCH BCC PARTY
REAFFIRM ITS OBLIGATIONS UNDER EACH SUCH RELEVANT AGREEMENT.
ANY BCC HOLDER
SHALL NOTIFY THE OTHER PARTIES OF ANY INTENDED TRANSFER OF UNITS OR INTERESTS IN
UNITS PURSUANT TO THIS SECTION 5.2 (OTHER THAN PURSUANT TO AN EXEMPT SALE),
GIVING THE NAME AND ADDRESS OF THE INTENDED TRANSFEREE; PROVIDED, HOWEVER, THAT
NO OTHERWISE VALID TRANSFER SHALL BE RENDERED INVALID SOLELY AS A RESULT OF A
FAILURE TO GIVE NOTICE HEREUNDER. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, TRANSFEREES OF A BCC HOLDER SHALL ASSUME ALL OBLIGATIONS OF THE
TRANSFERRING BCC HOLDER HEREUNDER, BUT, EXCEPT WITH RESPECT TO AN AFFILIATE OF
BCC, SHALL NOT BE ENTITLED TO ANY RIGHTS OF BCC, A BCC HOLDER OR A
SECURITYHOLDER CONFERRED BY THIS AGREEMENT.
5.3
TRANSFERS BY FPH HOLDERS.
(A)
PERMITTED TRANSFERS. AN FPH HOLDER MAY AT ANY TIME, WITHOUT THE
CONSENT OF ANY OTHER SECURITYHOLDER, (I) TRANSFER ANY OR ALL OF ITS UNITS TO ONE
OR MORE AFFILIATES OF FPH, (II) TRANSFER ANY OR ALL ITS UNITS PURSUANT TO AN
EXEMPT SALE, OR (III) SELL ANY OR ALL OF ITS UNITS TO ANY OTHER THIRD PERSON OR
PERSONS OR PURSUANT TO A PUBLIC SALE OR OTHERWISE TRANSFER UNITS, SUBJECT TO THE
REMAINING