TAX
DEFERRAL CERTIFICATE NO. 5201-97-230, ISSUED BY THE WASHINGTON DEPARTMENT OF
REVENUE TO SELLER UNDER REGISTRATION NO. 601 402 865; PROVIDED, HOWEVER, THAT
ANY SUCH AMOUNT WHICH BECOMES DUE AFTER THE CLOSING DATE DUE TO ANY ACTION OR
INACTION OF SELLER PRIOR TO THE CLOSING DATE SHALL NOT CONSTITUTE AN ASSUMED
LIABILITY; AND
2.7.5
ALL OTHER LIABILITIES AND OBLIGATIONS ARISING IN CONNECTION WITH
THE OWNERSHIP, OPERATION, AND USE OF THE PURCHASED ASSETS FROM AND AFTER THE
CLOSING DATE.
5
2.8
Cure Costs.
Buyer agrees to satisfy, as and when due, all cure
obligations due and owing under the Assigned Contracts which the Bankruptcy
Court orders to be paid as a condition to Seller's assumption and assignment to
Buyer of the Assigned Contracts in accordance with Section 365 of the Bankruptcy
Code (the "Cure Costs"). Seller's estimate of such cure obligations as of the
Effective Date is set forth on the attached Schedule 2.8.
3.
Pre-Closing Matters.
3.1
CERTAIN LIMITATIONS. BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE, SELLER SHALL:
3.1.1
CONDUCT THE BUSINESS AND OPERATE AND MAINTAIN THE MILLS AND THE
OTHER PURCHASED ASSETS IN THE ORDINARY COURSE OF BUSINESS;
3.1.2
MAINTAIN CUSTOMARY LEVELS OF ALL INVENTORIES;
3.1.3
MAINTAIN IN FORCE SELLER'S EXISTING INSURANCE AGAINST LOSS RELATING
TO THE PURCHASED ASSETS;
3.1.4
MAINTAIN PRE-EXISTING CREDIT TERMS AND POLICIES WITH RESPECT TO THE
SALE OF LOGS, LUMBER AND OTHER WOOD PRODUCTS AND RESIDUAL BY-PRODUCTS;
3.1.5
NOT SELL, LEASE, OR OTHERWISE TRANSFER OR DISPOSE OF ANY MILL OR
ANY OTHER MATERIAL PURCHASED ASSETS, OR ANY INTEREST THEREIN, OTHER THAN
TRANSFERS AND DISPOSITIONS, INCLUDING THE SALE OF LOGS, LUMBER, AND OTHER WOOD
PRODUCTS AND RESIDUAL BY-PRODUCTS, MADE IN THE ORDINARY COURSE OF BUSINESS;
3.1.6
NOT INCUR OR AGREE TO INCUR ANY MATERIAL LIABILITY OR OBLIGATION IN
RESPECT OF ANY OF THE PURCHASED ASSETS OR THE BUSINESS WITHOUT THE PRIOR WRITTEN
CONSENT OF BUYER, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
3.1.7
NOT PERMIT OR ALLOW ANY MILL OR ANY OTHER MATERIAL PURCHASED ASSETS
TO BECOME SUBJECT TO ANY ADDITIONAL LIEN (OTHER THAN PERMITTED ENCUMBRANCES);
3.1.8
NOT MODIFY OR AMEND THE TERMS OF EMPLOYMENT OF ANY BUSINESS
EMPLOYEE OR, EXCEPT AS PROVIDED IN SECTION 7.1.1, TERMINATE THE EMPLOYMENT OF
MORE THAN FIVE (5) BUSINESS EMPLOYEES; AND
3.1.9
USE ITS COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE RELATIONS
AND GOODWILL WITH EMPLOYEES, SUPPLIERS, CUSTOMERS, AND OTHERS HAVING BUSINESS
RELATIONSHIPS WITH SELLER IN CONNECTION WITH THE MILLS.
3.2
ACCESS TO INFORMATION. BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE, SELLER SHALL, UPON REASONABLE ADVANCE NOTICE FROM BUYER TO SELLER, (I)
AFFORD TO BUYER AND ITS REPRESENTATIVES ACCESS (DURING NORMAL BUSINESS HOURS),
IN A MANNER SO AS NOT TO INTERFERE WITH SELLER'S NORMAL OPERATIONS AND SUBJECT
TO REASONABLE RESTRICTIONS IMPOSED BY SELLER, TO THE BUSINESS EMPLOYEES, THE
PURCHASED ASSETS, THE ADMINISTRATIVE AND SALES EMPLOYEES, AND PORTLAND OFFICE
SYSTEMS (TO THE EXTENT RELATED TO THE BUSINESS), AND (II) CAUSE THE BUSINESS
EMPLOYEES AND SELLER'S REPRESENTATIVES TO FURNISH BUYER WITH SUCH INFORMATION
WITH RESPECT TO THE BUSINESS, THE