SPV, AS APPLICABLE, AND SUCH AUDITORS WHICH ARE DISCLOSED AND
DESCRIBED IN SUCH STATEMENTS).
SUCH OPINION SHALL NOT BE QUALIFIED OR LIMITED
BECAUSE OF A RESTRICTED OR LIMITED EXAMINATION BY SUCH ACCOUNTANT OF ANY
MATERIAL PORTION OF THE RECORDS OF BOISE CASCADE OR THE SPV, AS APPLICABLE.
(II)
QUARTERLY REPORTING.
AS SOON AS AVAILABLE, BUT NOT LATER THAN
FORTY-FIVE (45) DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF
EACH FISCAL YEAR, A COPY OF THE UNAUDITED CONSOLIDATED BALANCE SHEETS OF BOISE
CASCADE AND THE SPV, RESPECTIVELY, AS OF THE END OF SUCH QUARTER AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS, IF ANY,
FOR THE PERIOD COMMENCING ON THE FIRST (1ST) DAY AND ENDING ON THE LAST DAY OF
SUCH QUARTER, AND CERTIFIED BY ANY RESPONSIBLE FINANCIAL OFFICER OF BOISE
CASCADE OR THE SPV, AS APPLICABLE, AS BEING COMPLETE AND CORRECT AND FAIRLY
PRESENTING IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH GAAP (SUBJECT TO NORMAL
YEAR END ADJUSTMENTS), THE FINANCIAL POSITION AND THE RESULTS OF THE OPERATIONS
OF BOISE CASCADE OR THE SPV, AS APPLICABLE.
(III)
COMPLIANCE CERTIFICATE.
TOGETHER WITH THE FINANCIAL STATEMENTS
REQUIRED HEREUNDER, A COMPLIANCE CERTIFICATE SIGNED BY BOISE CASCADE'S OR THE
SPV'S CHIEF
39
FINANCIAL OFFICER OR TREASURER, AS APPLICABLE, STATING THAT (A) THE ATTACHED
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND ACCURATELY
REFLECT THE FINANCIAL CONDITION OF THE ORIGINATORS AND THEIR SUBSIDIARIES OR THE
SPV, AS APPLICABLE, AND (B) TO THE BEST OF SUCH PERSON'S KNOWLEDGE, NO
TERMINATION EVENT OR POTENTIAL TERMINATION EVENT EXISTS, OR IF ANY TERMINATION
EVENT OR POTENTIAL TERMINATION EVENT EXISTS, STATING THE NATURE AND STATUS
THEREOF.
(IV)
SEC FILINGS.
PROMPTLY UPON THE FILING THEREOF, COPIES OF ALL
REGISTRATION STATEMENTS AND ANNUAL, QUARTERLY, MONTHLY OR OTHER REGULAR REPORTS
WHICH ANY ORIGINATOR OR ANY SUBSIDIARY OF AN ORIGINATOR OR SUCH PERSON FILES
WITH THE SEC; PROVIDED THAT, SO LONG AS SUCH REPORTS ARE PUBLICLY AVAILABLE ON
THE SEC'S INTERNET SITE OR ANY SUCCESSOR THERETO, PHYSICAL DELIVERY OF SUCH
COPIES SHALL NOT BE REQUIRED.
(V)
NOTICE OF TERMINATION EVENTS OR POTENTIAL TERMINATION EVENTS;
ETC.
(A) AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN TWO (2) BUSINESS DAYS
AFTER THE OCCURRENCE OF EACH TERMINATION EVENT OR POTENTIAL TERMINATION EVENT, A
STATEMENT OF THE CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING OFFICER OF THE SPV
SETTING FORTH DETAILS OF SUCH TERMINATION EVENT OR POTENTIAL TERMINATION EVENT
AND THE ACTION WHICH THE SPV PROPOSES TO TAKE WITH RESPECT THERETO, WHICH
INFORMATION SHALL BE UPDATED PROMPTLY FROM TIME TO TIME; (B) PROMPTLY AFTER THE
SPV OBTAINS KNOWLEDGE THEREOF, NOTICE OF ANY LITIGATION, INVESTIGATION OR
PROCEEDING THAT MAY EXIST AT ANY TIME BETWEEN THE SPV AND ANY PERSON THAT MAY
RESULT IN A MATERIAL ADVERSE EFFECT OR ANY LITIGATION OR PROCEEDING RELATING TO
ANY TRANSACTION DOCUMENT; AND (C) PROMPTLY AFTER THE OCCURRENCE THEREOF, NOTICE
OF A MATERIAL ADVERSE EFFECT.
(VI)
CHANGE IN CREDIT AND COLLECTION POLICY AND DEBT RATINGS.
WITHIN
TEN (10) BUSINESS DAYS AFTER THE DATE