do one or more financings and/or securities law filings for which
financial information with respect to the Company and its Subsidiaries will be
reported.
The Company and its Subsidiaries shall provide Boise and its
representatives with such financial information as may be reasonably requested
by Boise and its representatives as promptly as practicable after the request
therefor and enter into and deliver such management representation letters and
cold comfort letters with respect to such financial information as may be
reasonably requested by Boise and its Affiliates in order to complete their
financings and/or filings and/or as otherwise may be necessary for Boise and its
Affiliates to prepare audited financial statements and/or financial statements
prepared in accordance with Regulations S-X and S-K.
(B)
COOPERATION ON BOISE FILINGS.
(I)
THE COMPANY WILL COOPERATE FULLY, AND CAUSE ITS AUDITORS AND
OTHER REPRESENTATIVES TO COOPERATE FULLY, WITH BOISE TO THE EXTENT REQUESTED BY
BOISE IN THE PREPARATION OF BOISE'S PUBLIC EARNINGS OR OTHER PRESS RELEASES,
QUARTERLY REPORTS ON FORM 10-Q, ANNUAL REPORTS TO STOCKHOLDERS, ANNUAL REPORTS
ON FORM 10-K, ANY CURRENT REPORTS ON FORM 8-K AND ANY OTHER PROXY, INFORMATION
AND REGISTRATION STATEMENTS, REPORTS, NOTICES, PROSPECTUSES AND ANY OTHER
FILINGS MADE BY BOISE WITH THE SECURITIES AND EXCHANGE COMMISSION, ANY NATIONAL
SECURITIES EXCHANGE OR OTHERWISE MADE PUBLICLY AVAILABLE (COLLECTIVELY, THE
"BOISE PUBLIC FILINGS").
(II)
THE COMPANY AGREES TO PROVIDE TO BOISE ALL INFORMATION THAT BOISE
REASONABLY REQUESTS IN CONNECTION WITH ANY BOISE PUBLIC FILINGS OR THAT, IN THE
JUDGMENT OF BOISE'S LEGAL ADVISORS, IS REQUIRED TO BE DISCLOSED OR INCORPORATED
BY REFERENCE THEREIN UNDER ANY LAW, RULE OR REGULATION.
THE COMPANY WILL
PROVIDE SUCH INFORMATION IN A TIMELY MANNER ON THE DATES REQUESTED BY BOISE
(WHICH MAY BE EARLIER THAN THE DATES ON WHICH THE COMPANY OTHERWISE WOULD BE
REQUIRED HEREUNDER TO HAVE SUCH INFORMATION AVAILABLE) TO ENABLE BOISE TO
PREPARE, PRINT AND RELEASE ALL BOISE PUBLIC FILINGS ON SUCH DATES AS BOISE WILL
DETERMINE BUT IN NO EVENT LATER THAN AS REQUIRED BY APPLICABLE LAW. THE COMPANY
WILL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE COMPANY'S AUDITORS AND OTHER
REPRESENTATIVES TO CONSENT TO ANY REFERENCE TO THEM AS EXPERTS IN ANY BOISE
PUBLIC FILINGS REQUIRED UNDER ANY LAW, RULE OR REGULATION AND TO PROVIDE THEIR
CONSENT TO THE INCORPORATION OF THEIR REPORTS IN BOISE PUBLIC FILINGS.
(III)
IF AND TO THE EXTENT REQUESTED BY BOISE, THE COMPANY DILIGENTLY
AND PROMPTLY WILL REVIEW ALL DRAFTS OF SUCH BOISE PUBLIC FILINGS AND PREPARE IN
A DILIGENT AND TIMELY FASHION ANY PORTION OF SUCH BOISE PUBLIC FILING PERTAINING
TO THE COMPANY.
(IV)
PRIOR TO ANY PRINTING OR PUBLIC RELEASE OF ANY BOISE PUBLIC
FILING, AN APPROPRIATE EXECUTIVE OFFICER OF THE COMPANY WILL, IF REQUESTED BY
BOISE, CERTIFY THAT THE INFORMATION RELATING TO ANY THE COMPANY AND/OR ANY OF
ITS SUBSIDIARIES AND/OR ANY OF THEIR RESPECTIVE BUSINESSES IN SUCH BOISE PUBLIC
FILING IS ACCURATE, TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
(C)
AUDITORS AND AUDITS; ANNUAL FINANCIAL STATEMENTS AND ACCOUNTING.
(I)
UNLESS REQUIRED BY LAW,