Common use of Objections; Resolution of Disputes Clause in Contracts

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so assertedasserted and Seller’s calculation of Closing Working Capital, the Closing Eligible Capital Expenditures, the Debt Amount and the Annualized Business Three Month Net Sales Amount, (ii) only include disagreements based on mathematical errors or based on the Adjustment Closing Working Capital, the Closing Eligible Capital Expenditures, the Debt Amount or the Annualized Business Three Month Net Sales Amount not being calculated in accordance with this Section 5.05 2.03 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser Seller certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.03(d). If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration determination of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration expert determination under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte PricewaterhouseCoopers LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The Neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm without the prior written consent of the other party. Absent fraud, bad faith or manifest error, the determination of the Accounting Firm shall be final and binding on the parties, parties and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration determination (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The Closing Adjustment Date Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Date Statement (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Net Working Capital, the Closing Eligible Capital Expenditures and/or any proposed adjustment to Target Net Working Capital described in Section 2.03(f) not being calculated in accordance with this Section 5.05 2.03 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser Seller certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.03(d) (and/or Section 2.03(f), if applicable). If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Date Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte Xxxxx Xxxxxxxx LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. Neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm without the prior written consent of the other party. The determination of the Accounting Firm shall be final and binding on the parties, parties and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless the Vertical/Trigen Shareholders’ Representative notifies the Osmotica Shareholders’ Representative in writing within 30 days (such 30-day period, the “Objection Period”) after delivery of the Osmotica Closing Adjustment Statement of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Amount set forth therein (a “Notice of Objection”), the Osmotica Closing Statement shall become final and binding upon binding. Following the parties on delivery of the 30th day following delivery thereof, unless Weyerhaeuser gives written notice Osmotica Closing Statement and for purposes of its disagreement with the Vertical/Trigen Shareholders’ Representative’s review of such Osmotica Closing Adjustment Statement (a “and preparation of any Notice of Disagreement”Objection, the Osmotica Shareholders’ Representative shall permit the Vertical/Trigen Shareholders’ Representative and its Representatives to review the working papers of the Osmotica Shareholders’ Representative and its accountants (subject to the execution and delivery of customary access letters) to Parent prior relating to such dateOsmotica Closing Statement and, at the Vertical/Trigen Shareholders’ Representative’s request, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access during normal business hours to the personnel, properties, books and records of and relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be (including any taking and preparing of physical counts of inventory). Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on If the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If Vertical/Trigen Shareholders’ Representative provides a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect Objection to the matters specified in Osmotica Shareholders’ Representative within the Notice of Disagreement applicable Objection Period, the Osmotica Shareholders’ Representative and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Vertical/Trigen Shareholders’ Representative shall, during the 30-day period following the delivery Osmotica Shareholders’ Representative’s receipt of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of Objection (such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting FirmResolution Period”), attempt in good faith to resolve such objections. During the Resolution Period, the Osmotica Shareholders’ Representative and its Representatives shall be permitted to review the working papers of the Vertical/Trigen Shareholders’ Representative and its accountants (subject to the execution and delivery of customary access letters) for arbitration any and all matters that remain in dispute and were properly included in relating to the Notice of DisagreementObjection and the basis therefor. The If the Osmotica Shareholders’ Representative and the Vertical/Trigen Shareholders’ Representative are unable to resolve all such objections within the Resolution Period, the matters remaining in dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte submitted to Ernst & Young LLP (or an Affiliate thereof) or, if such firm declines or is unable or unwilling to act, such other nationally to another internationally recognized independent public accounting firm as shall be mutually agreed upon by the parties hereto Osmotica Shareholders’ Representative and the Vertical/Trigen Shareholders’ Representative (such agreed firm being the “Independent Expert”)). The Independent Expert shall be engaged pursuant to an engagement letter among Vertical/Trigen and the Independent Expert. The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve only those matters set forth in writingthe Notice of Objection remaining in dispute and not to otherwise investigate any matter independently, and to make its determinations in accordance with the terms of this Agreement. Weyerhaeuser The Osmotica Shareholders’ Representative and Parent the Vertical/Trigen Shareholders’ Representative each agree to furnish to the Independent Expert such individuals and such information, books and records as may be reasonably required by the Independent Expert to make its final determination. Vertical/Trigen shall use commercially reasonable efforts to cause also instruct the Accounting Firm Independent Expert to render a its reasoned written decision as promptly as practicable but in writing resolving no event later than 30 days from the matters submitted date that information related to the Accounting Firm within 30 days unresolved objections was presented to the Independent Expert by the Osmotica Shareholders’ Representative and the Vertical/Trigen Shareholders’ Representative. With respect to each disputed line item, such decision, if not in accordance with the position of receipt either the Osmotica Shareholders’ Representative or the Vertical/Trigen Shareholders’ Representative, shall not be in excess of the submissionhigher, nor less than the lower, of the amounts advocated by the Osmotica Shareholders’ Representative in the Osmotica Closing Statement or the Vertical/Trigen Shareholders’ Representative in the Notice of Objection with respect to such disputed line item. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the parties, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by Vertical/Trigen. After the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the final determination of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the Accounting Firm is rendered on the merits LTIP Amount and payment of the matters submitted. Other than the fees and expenses referred Osmotica Net Adjustment Amount pursuant to in the immediately preceding sentenceSection 1.04(g), the fees and disbursements Vertical/Trigen Shareholders shall have no further right to make any claims against the Osmotica Shareholders or any of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and their respective affiliates in respect of any element of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the fees and disbursements of Parent’s independent auditors shall be borne by ParentLTIP Amount or any payment made pursuant to Section 1.04(g).

Objections; Resolution of Disputes. The (i) Unless Seller notifies Purchaser in writing within thirty (30) days after Purchaser’s delivery of the Statement of any objection to the Closing Adjustment Date Working Capital (the “Notice of Objection”), the Statement shall become final and binding upon binding. During such 30-day period, Purchaser shall, and shall cause the parties on Company, the 30th day following delivery thereofCompany Subsidiaries and their respective representatives to make available for review by Seller and its representatives such workpapers and other documents and information (including, unless Weyerhaeuser gives written notice but not limited to, the workpapers of its disagreement with both Purchaser’s and the Company’s independent accountants) relating to the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateDate Balance Sheet as Seller may reasonably request. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Purchaser within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Seller and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Purchaser shall, during the 30-day period following Purchaser’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Seller’s objections. If Seller and Purchaser are unable to resolve all such objections within such 30-day period, the matters specified remaining in the Notice of Disagreement. At dispute shall be submitted to a nationally recognized public accounting firm mutually agreed upon by Seller and Purchaser and, if Seller and Purchaser are unable to so agree within ten (10) days after the end of such 30-day period, Weyerhaeuser then Purchaser and Parent Seller jointly shall submit to an independent accounting engage the firm of PricewaterhouseCoopers, of the Los Angeles office (the “Accounting Firm”) for arbitration to resolve such dispute and if PricewaterhouseCoopers is unwilling or unable to act in such capacity, the Accounting Firm will be KPMG, of the Los Angeles office (or if both of such firms are unable or unwilling to act in such capacity, the Accounting Firm will be such other Big Four accounting firm selected by agreement of the Seller and Purchaser) (such selected firm being the “Independent Expert”). If any dispute is submitted to the Independent Expert, each party will furnish to the Independent Expert such workpapers and all other documents and information relating to the disputed issues as the Independent Expert may request and are available to that party or its independent accountants (including information of the Company and the Company Subsidiaries) and each party shall be afforded the opportunity to present the Independent Expert material relating to the determination and to discuss the determination with the Independent Expert. The Independent Expert shall act as an expert and not as an arbitrator and shall resolve matters that remain in dispute and were properly included adjust and establish any disputed Adjustment amount to reflect such resolution. It is the intent of Purchaser and Seller that the process set forth in this Section 2.6 and the activities of the Independent Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Notwithstanding anything to the contrary in this Agreement, the scope of the Independent Expert’s review of any dispute between Purchaser and Seller regarding the Statement and/or the calculation of the Closing Date Working Capital pursuant to this Section 2.6 shall be limited solely to the resolution of the objections set forth in the Notice of DisagreementObjection. The dispute parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than sixty (60) days after its selection. The resolution of disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm Independent Expert shall be borne by Purchaser, on the one hand, and reasonable attorney fees Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if closing accounts receivable is the only disputed item, and Purchaser claims that closing accounts receivable is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and if the Independent Expert ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the partiesIndependent Expert will be allocated 60% (i.e., 300 ÷ 500) pursuant to this Section 5.03 shall be borne by Parent Seller and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm40% (i.e., which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred 200 ÷ 500) to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless the Representative notifies Parent in writing prior to the end of the 30-day period following Parent’s delivery of the Closing Adjustment Balance Sheet and the Final Statement of any objection to the Closing Balance Sheet or the calculations of Closing Cash, Closing Working Capital or the Unpaid Severance Amount (a “Notice of Objection”), the Closing Balance Sheet and the Final Statement shall become final and binding upon and shall be deemed to set forth the parties Closing Cash, Closing Working Capital and the Unpaid Severance Amount for all purposes hereunder. (ii) If the Representative delivers a Notice of Objection to Parent within such 30-day period, Parent and the Representative shall use commercially reasonable best efforts to resolve the Representative’s objections included in the Notice of Objection during the 30-day period commencing on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with date the Closing Adjustment Statement (a “Representative delivers the Notice of Disagreement”) to Parent prior to such dateObjection. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature and amount of any disagreement so assertedobjections, (ii) only include which objections shall be limited to disagreements based on mathematical as to whether there were errors in the calculation of Closing Cash, Closing Working Capital or based on the Adjustment Unpaid Severance Amount not being calculated and whether the Closing Balance Sheet and the Final Statement were prepared in accordance with Section 5.05 this Agreement. If the Representative and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified Parent are able to resolve all objections included in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection within such 30-day period, then the parties shall revise the Closing Adjustment Balance Sheet and the Final Statement (to reflect such resolution and the Closing Balance Sheet and the Final Statement, as revised in accordance with this sentence) so revised, shall become final and binding upon and the parties on Final Statement shall be deemed to set forth the earlier of Closing Cash, Closing Working Capital and Unpaid Severance Amount for all purposes hereunder. (iiii) If the date Weyerhaeuser Representative and Parent are unable to resolve in writing any differences they have with respect to the matters specified all objections in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the Objection within such 30-day period following period, then such unresolved objections shall be submitted promptly to PricewaterhouseCoopers LLP, or, if such firm declines to act, another nationally recognized public accounting firm mutually agreed upon by Parent and the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve Representative in writing any differences that they may have with respect and, if Parent and the Representative are unable to the matters specified in the Notice of Disagreement. At so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Parent and Parent the Representative shall submit to an independent each select a nationally recognized public accounting firm and such firms shall jointly select a third nationally recognized public accounting firm (such selected firm in any case, the “Accounting FirmIndependent Expert”) ). The parties shall instruct the Independent Expert to render its reasoned written decision as to the disputed items (which, for arbitration any and all matters that remain in dispute and were properly included the avoidance of doubt shall only include the objections raised in the Notice of DisagreementObjection unless otherwise mutually agreed by Parent and the Representative) and the effect of its decision on the Closing Balance Sheet and the Final Statement as promptly as practicable but in no event later than 60 days after its selection, which decision must be in writing and must set forth, in reasonable detail, the basis therefor. In resolving any disputed item, the Independent Expert (A) shall act in the capacity of an expert and not as an arbitrator, (B) shall limit its review to the objections specifically set forth in the Notice of Objection as a disputed item (other than matters thereafter resolved by mutual written agreement of the Representative and Parent) and (C) shall not assign a value to any disputed item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party in the Notice of Objection. For the avoidance of doubt, but subject to the last sentence of Section 2.06 of the Indemnification Agreement, any dispute as to whether the Closing Balance Sheet and the Final Statement (and the calculation of Closing Cash, Closing Working Capital and the Unpaid Severance Amount) were prepared in accordance with the Accounting Methodologies shall be resolved pursuant to this Section 3.02, irrespective of whether such dispute may give rise to a claim for indemnification under the Indemnification Agreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Representative and Parent shall use commercially reasonable efforts each furnish to cause the Accounting Firm Independent Expert such working papers and other relevant documents and information relating to render a decision the disputed items, and shall provide interviews and answer questions, as the Independent Expert may reasonably request in writing resolving connection with its determinations of such disputed items. In the matters event the Representative or Parent shall participate in teleconferences or meetings with, or make presentations to, the Independent Expert, the other party shall be entitled to participate in such teleconferences, meetings or presentations. The terms of appointment and engagement of the Independent Expert shall be as agreed upon between the Representative and Parent. The fees and expenses of the Independent Expert shall be allocated to and borne by the Representative, on the one hand, and Parent, on the other hand, based on one minus the percentage that the Independent Expert’s determination (before such allocation) in favor of the Representative or Parent, as applicable, bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm within 30 days of receipt Independent Expert. For example, should the items in dispute total in amount to $1,000 and the Independent Expert awards $600 in favor of the submissionRepresentative’s position, then 60% of the costs of its review would be borne by Parent and 40% of the costs of its review would be borne by the Representative. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including parties shall revise the fees Closing Balance Sheet and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant Final Statement to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time reflect the determination of the Accounting Firm is rendered on Independent Expert and the merits Closing Balance Sheet and the Final Statement, as so revised, shall become final and binding and the Final Statement shall be deemed to set forth the Closing Cash, Closing Working Capital and the Unpaid Severance Amount for all purposes hereunder. (iv) After the Closing Balance Sheet and the Final Statement shall have become final and binding, neither the Representative nor the Parent shall have any further right to make any claims against the other party in respect of any element of Closing Cash, Closing Working Capital or the Unpaid Severance Amount. For the avoidance of doubt, notwithstanding anything to the contrary in this Article II or in the Indemnification Agreement, the fact that the Closing Balance Sheet and Final Statement have become final and binding shall not in any way impair the ability of Parent to bring an indemnification claim in respect of the matters submitted. Other than Closing Debt or Unpaid Expenses pursuant to the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentIndemnification Agreement.

Objections; Resolution of Disputes. The (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser’s delivery of the Statement of any objection to the computation of Closing Adjustment Date Working Capital set forth therein (the “Notice of Objection”), the Statement shall become final and binding upon binding. During such 30-day period, Seller and its representatives shall be permitted to review the parties on working papers of Purchaser and Purchaser’s accountants relating to the 30th day following delivery thereofStatement, unless Weyerhaeuser gives written notice of and Purchaser shall provide Seller and its disagreement with representatives any information reasonably requested and shall provide them access at all reasonable times to the Closing Adjustment Statement (a “Notice of Disagreement”) personnel, properties, books and records relating to Parent prior to the Business for such datepurpose. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein. Any Notice of any disagreement so asserted, (ii) Objection shall include only include disagreements objections based on (A) mathematical errors in the computation of Closing Date Working Capital or based on the Adjustment Amount (B) Closing Date Working Capital not being having been calculated in accordance with Section 5.05 and 2.9(a). (iiiii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Purchaser within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Seller and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Purchaser shall, during the 30-day period following Purchaser’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Seller’s objections. During such 30-day period, Purchaser and its representatives shall be permitted to review the matters specified in working papers of Seller and Seller’s accountants relating to the Notice of DisagreementObjection and the basis therefor. At If Seller and Purchaser are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to a nationally recognized public accounting firm mutually agreed upon and jointly engaged by Seller and Purchaser and, if Seller and Purchaser are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Seller and Parent Purchaser shall submit each select such a firm and such firms shall jointly select a third nationally recognized firm to an independent accounting be jointly engaged by Seller and Purchaser to resolve the disputed matters (such selected firm (being the “Accounting FirmIndependent Expert”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement). The dispute parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 60 days after its selection. The resolution of disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne by Parent allocated between Seller and Weyerhaeuser Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations such a way that Purchaser shall also be determined by the Accounting Firm at the time the determination responsible for that portion of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred equal to in the immediately preceding sentence, the such fees and disbursements expenses multiplied by a fraction the numerator of Weyerhaeuser’s independent auditors which is the aggregate dollar value of disputed items submitted to the Independent Expert by Seller that are resolved against Purchaser (as finally determined by the Independent Expert) and the denominator of which is the total dollar value of the disputed items so submitted by Seller, and Seller shall be borne by Weyerhaeuser and responsible for the remainder of such fees and disbursements of Parent’s independent auditors shall be borne by Parentexpenses.

Objections; Resolution of Disputes. The (i) Unless Acquisition LP notifies ConAgra in writing, within thirty (30) days after Deloitte's delivery of the Audited Closing Adjustment Statement Balance Sheets, of any objection to the computations set forth therein (the "Notice of Objection"), the Audited Closing Balance Sheets shall become final and binding upon binding. Any such objection shall be limited to matters concerning (x) mathematical errors or (y) the parties on Audited Closing Balance Sheets not having been calculated or prepared in accordance with this Agreement, including, without limitation, Exhibit 5.1.1. During such 30-day period Acquisition LP and its representatives shall be permitted to review the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with ConAgra and Deloitte relating to the Audited Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateBalance Sheets. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Acquisition LP provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to ConAgra within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Acquisition LP and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During ConAgra shall, during the 30-day period following ConAgra's receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Acquisition LP's objections. During such 30-day period, ConAgra and its representatives shall be permitted to review the matters specified in working papers relating to the Notice of DisagreementObjection and the basis therefor. At If Acquisition LP and ConAgra are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to KPMG LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Acquisition LP and ConAgra and, if Acquisition LP and ConAgra are unable to so agree within ten (10) days after the end of such 30-day period, Weyerhaeuser then Acquisition LP and Parent ConAgra shall submit each select such a firm and such firms shall jointly select a third nationally recognized firm to an independent accounting resolve the disputed matters (such selected firm (being the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement"Independent Expert")). The dispute parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than sixty (60) days after its selection. The resolution of disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and nonappealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne by Parent U.S. Acquisition Co. Promptly following the respective date that ConAgra and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by Acquisition LP reach agreement upon or, if applicable, the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination respective date of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentencefinal determination, the fees parties shall cause such resolution to be incorporated into the Audited Closing Balance Sheets and disbursements of Weyerhaeuser’s independent auditors shall cause Deloitte to issue its final audit report. The Audited Processing Company Closing Balance Sheet, as adjusted (the "Final Processing Closing Balance Sheet"), the Audited Australian Closing Balance Sheet, as adjusted (the "Final Australian Closing Balance Sheet"), and the Audited Cattleco Closing Balance Sheet, as adjusted (the "Final Cattleco Closing Balance Sheet"), shall be borne by Weyerhaeuser final, binding and the fees and disbursements of Parent’s independent auditors shall be borne by Parentconclusive for all purposes hereunder.

Objections; Resolution of Disputes. The (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser’s delivery of the Statement of any objection to the computation of Closing Working Capital or the Initial Working Capital Adjustment set forth therein (a “Notice of Objection”), the Statement shall become final and binding upon binding. Following the parties on delivery of the 30th day following delivery thereofStatement, unless Weyerhaeuser gives written notice Purchaser shall permit Seller and its representatives to review the working papers of Purchaser relating to the Statement and, at Seller’s request, shall provide Seller and its disagreement with representatives any information reasonably requested and reasonable access during normal business hours to the Closing Adjustment personnel, properties, books and records of the Business for purposes of Seller’s review of the Statement (a “and preparation of any Notice of Disagreement”) to Parent prior to such dateObjection. Any Notice of Disagreement Objection shall (i) specify the basis for the objections set forth therein in reasonable detail detail. Seller and Purchaser acknowledge that the nature calculation of any disagreement so assertedClosing Working Capital and the Initial Working Capital Adjustment shall be done using the same accounting principles, practices, methodologies and policies used in the preparation of the Balance Sheet (excluding the Excluded Assets and Retained Liabilities). (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Purchaser within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Purchaser and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following Purchaser’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementSeller’s objections. At the end of During such 30-day period, Weyerhaeuser Purchaser and Parent its representatives shall submit be permitted to an independent accounting firm (review the “Accounting Firm”) for arbitration any working papers of Seller and all matters that remain in dispute and were properly included in its accountants relating to the Notice of DisagreementObjection and the basis therefor. The If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP submitted to KPMG (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Purchaser and Seller (such agreed firm being the “Independent Expert”)). The parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause instruct the Accounting Firm Independent Expert to render a its reasoned written decision as promptly as practicable but in writing resolving the matters submitted to the Accounting Firm within 30 no event later than 60 days of receipt of the submissionafter its selection. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne equally by Parent Purchaser and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by Seller. After the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the final determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser Closing Working Capital and the fees and disbursements Initial Working Capital Adjustment, neither party shall have any further right to make any claims against the other in respect of Parent’s independent auditors shall be borne by Parentany element of Closing Working Capital or the Initial Working Capital Adjustment.

Objections; Resolution of Disputes. The Closing Adjustment (i) Unless Shareholder Representative notifies Buyer in writing within forty-five (45) days after Buyer’s delivery of the Final Aggregate Cash Consideration Calculation Statement shall of any objection to Buyer’s Proposed Calculations (the “Notice of Objection”), the Final Aggregate Cash Consideration Calculation Statement will become final and binding upon the parties on the 30th Parties at the end of such forty-five (45) day following delivery thereofperiod. During such forty-five (45) day period, unless Weyerhaeuser gives written notice Shareholder Representative and its representatives and advisors will be permitted to review all materials and information used by Buyer in preparing the Final Aggregate Cash Consideration Calculation Statement and Buyer will make available such personnel as are reasonably necessary to assist Shareholder Representative in its review of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateFinal Aggregate Cash Consideration Calculation Statement. Any Notice of Disagreement shall (i) Objection must specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Shareholder Representative provides the Notice of Disagreement are consistent with Objection to Buyer within such forty-five (45) day period, Buyer and Shareholder Representative will, during the requirements thirty (30) day period following Buyer’s receipt of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect the objections of the Shareholder Representative. During such thirty (30) day period, Buyer and its independent auditors and other representatives and their advisors will be permitted to review the matters specified in working papers of the Shareholder Representative and, if applicable, its representatives relating to the Notice of DisagreementObjection and the basis therefor; provided, however, that working papers shall not include working papers of an independent auditor, accountant, or accounting firm if objected to by such independent auditor, accountant, or accounting firm. At the end of If Buyer and Shareholder Representative are unable to resolve all such objections within such thirty (30-) day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain remaining in dispute and that were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall Objection will be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be submitted to Deloitte LLP Touche Tohmatsu Limited (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Buyer and Shareholder Representative in writing and, if Buyer and Shareholder Representative are unable to so agree within ten (10) days after the parties hereto in writingend of such thirty (30) day period, then Buyer and Shareholder Representative will each select such a firm and such firms will jointly select a third nationally recognized firm to resolve the disputed matters (such selected firm being the “Independent Accounting Firm”)). Weyerhaeuser Buyer and Parent shall use commercially reasonable efforts to cause Shareholder Representative will instruct the Independent Accounting Firm to render its decision as promptly as practicable but in no event later than thirty (30) days after its selection. Buyer and Shareholder Representative will further instruct the Independent Accounting Firm to deliver a decision written report containing its calculation of the disputed items and a written explanation in writing resolving the matters submitted reasonable detail of each required adjustment to the disputed items, including the basis for those adjustments. The Independent Accounting Firm shall offer Buyer and Shareholder Representative the opportunity to submit, on a schedule to be set by the Independent Accounting Firm within 30 days of receipt such thirty (30) day period, an initial written submission and a reply submission on the disputed items. Following the initial written submission from the Parties, the Independent Accounting Firm shall, on a schedule to be set by the Independent Accounting Firm, be permitted to ask written questions of, and receive written answers from, the Parties regarding the disputed issues. The thirty (30) day period for the Independent Accounting Firm to deliver its written report shall be tolled during the time that the Parties are responding to the written questions. No discovery, requests for information between the Parties, hearings, or further written or other written or verbal submissions shall take place. The Independent Accounting Firm will act as an expert and not an arbitrator to resolve the disputed matters solely based on submissions made on behalf of the submissionShareholder Representative and Buyer that are consistent with the terms of this Agreement (and not by independent review or additional discovery in any form). The Independent Accounting Firm will not assign a value to any item that is greater than the greater value for such item claimed by either Party or less than the lesser value for such item claimed by either Party. The resolution of disputed items by the Independent Accounting Firm will be final and binding, and the determination of the Independent Accounting Firm shall may be final enforced as a final, binding and binding on the parties, and non-appealable award upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party Party against which such determination is to be enforced, absent manifest error or fraud by or upon the Independent Accounting Firm. Any Party may seek specific enforcement or take other necessary legal action to enforce any decision made by the Independent Accounting Firm. The cost of any arbitration (including other Party’s only defense to such a request for specific enforcement or other legal action shall be manifest error or fraud by or upon the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm will be apportioned between Buyer, on one hand, and reasonable attorney the Shareholders, on the other hand, based upon the inverse proportion of the amount of the disputed items on the Final Aggregate Cash Consideration Calculation Statement resolved in favor of each of Buyer and the Shareholders (i.e., so that the prevailing Party bears a lesser amount of such fees and expenses), with any expenses that are the responsibility of the parties) Shareholders being paid out of the Shareholder Representative Expense Fund. The Final Aggregate Cash Consideration Calculation Statement, as adjusted pursuant to this Section 5.03 shall 2.6(b)(ii), will be borne by Parent final and Weyerhaeuser in inverse proportion as they may prevail binding on matters resolved the Parties. All information provided by the Parties to each other and the Independent Accounting Firm under this Section 2.6 will be held in confidence and will not be further disclosed by the Parties and the Independent Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The Closing Adjustment (i) Unless Purchaser notifies Seller in writing, within 30 days after Seller's delivery to Purchaser of the EBITDA Statement, of any objection to the conformity of the calculations and adjustments set forth in the EBITDA Statement with the calculations and adjustments set forth in Schedule 1.01(a) (the "EBITDA Notice of Objection"), the EBITDA Statement shall become final and binding upon binding. During such 30-day period, Purchaser and its representatives shall be afforded reasonable access, during normal business hours, to Seller's employees for purposes of reviewing the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment EBITDA Statement (a “and related books and records. Any EBITDA Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on If Purchaser provides the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the EBITDA Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Seller within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Purchaser and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following Seller's receipt of the delivery of a EBITDA Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Purchaser's objections. During such 30-day period, Seller and its representatives shall be permitted to review the working papers of Purchaser relating to the matters specified in the EBITDA Notice of DisagreementObjection and the basis therefor. At If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to a Selected Accounting Firm (and, if Purchaser and Seller are unable to so agree on a Selected Accounting Firm within 10 days after the end of such 30-day period, Weyerhaeuser then Purchaser and Parent Seller shall submit each select such a firm and such firms shall jointly select a third nationally recognized firm to an independent accounting firm resolve the disputed matters) (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the such Selected Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to actapplicable, such other nationally recognized independent public accounting selected firm being the "Independent Expert"). The parties shall instruct the Independent Expert to render its reasoned written decision as shall be agreed upon promptly as practicable but in no event later than 30 days after its selection. The resolution of disputed items by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to Independent Expert incurred under this Section 5.03 2.04(b) shall be borne shared ratably by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved to the relative difference between the result obtained by the Accounting FirmIndependent Expert to Purchaser's position, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of one hand, and to Seller's position, on the matters submittedother hand. Other than After the fees EBITDA Statement shall have become final and expenses referred to in the immediately preceding sentencebinding, the fees and disbursements of Weyerhaeuser’s independent auditors Purchase Price shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentadjusted in accordance with Section 2.04(c) below.

Objections; Resolution of Disputes. The Closing Adjustment (i) Unless Sellers Agent notifies Buyer in writing within 30 days after Buyer’s delivery of the Final Purchase Price Calculation Statement shall of any objection to the Buyer’s Proposed Calculations (the “Notice of Objection”), the Final Purchase Price Calculation Statement will become final and binding upon the parties on the 30th Parties at the end of such 30-day following delivery thereofperiod. During such 30-day period, unless Weyerhaeuser gives written notice Sellers Agent and Sellers Agent’s representatives and advisors will be provided with reasonable access, upon reasonable notice, to all materials and information used by Buyer in preparing the Final Purchase Price Calculation Statement and Buyer will make available such personnel as are reasonably necessary to assist Sellers Agent in its review of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateFinal Purchase Price Calculation Statement. Any Notice of Disagreement shall (i) Objection must specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Sellers Agent provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Buyer within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Buyer and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Sellers Agent will, during the 30-day period following Buyer’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect the objections of Sellers Agent. During such 30-day period, Buyer and its independent auditors and other representatives and their advisors will be permitted to review the working papers of the Sellers Agent and, if applicable, his representatives relating to the Notice of Objection and the basis therefor. If Buyer and Sellers Agent are unable to resolve all such objections within such 30-day period, the matters specified remaining in dispute that were properly included in the Notice of Disagreement. At Objection will be submitted to Ernst and Young LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Buyer and Sellers Agent in writing and, if Buyer and Sellers Agent are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Buyer and Parent shall submit Sellers Agent will each select such a firm and such firms will jointly select a third nationally recognized firm to an independent accounting resolve the disputed matters (such selected firm (being the “Independent Accounting Firm”) for arbitration any )). Buyer and all matters that remain in dispute and were properly included in Sellers Agent will instruct the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Independent Accounting Firm to render a its reasoned written decision as promptly as practicable but in writing resolving no event later than 30 days after its selection. The Independent Accounting Firm will act as an arbitrator to resolve the disputed matters submitted to solely based on submissions made by Sellers Agent and Buyer that are consistent with the terms of this Agreement (and not by independent review). The Independent Accounting Firm will be bound by the terms of this Agreement, including the Accounting Firm within 30 days of receipt of Principles, and will not assign a value to any item that is greater than the submissiongreater value for such item claimed by either Party or less than the lesser value for such item claimed by either Party. The resolution of disputed items by the Independent Accounting Firm will be final and binding, and the determination of the Independent Accounting Firm shall be final will constitute an arbitral award that is final, binding and binding on the parties, non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party Party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Independent Accounting Firm will be apportioned between the Buyer, on the one hand, and reasonable attorney the Sellers, on the other hand, based upon the inverse proportion of the amount of the disputed items on the Final Purchase Price Calculation Statement resolved in favor of such Party (i.e., so that the prevailing Party bears a lesser amount of such fees and expenses expenses), with the amount of fees payable by Sellers being distributed from the parties) Aggregate Purchase Price Adjustment Account or, if there are not sufficient funds remaining in such account, then paid jointly and severally by Sellers. The Final Purchase Price Calculation Statement, as adjusted pursuant to this Section 5.03 shall 2.5(b)(ii), will be borne by Parent final and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered binding on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentParties.

Objections; Resolution of Disputes. The (i) Unless Acquisition LP notifies ConAgra in writing, within thirty (30) days after Deloitte's delivery of the Audited Closing Adjustment Statement Balance Sheets, of any objection to the computations set forth therein (the "Notice of Objection"), the Audited Closing Balance Sheets shall become final and binding upon binding. Any such objection shall be limited to matters concerning (x) mathematical errors or (y) the parties on Audited Closing Balance Sheets not having been calculated or prepared in accordance with this Agreement, including, without limitation, Exhibit 5. 1.1. During such 30-day period Acquisition LP and its representatives shall be permitted to review the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with ConAgra and Deloitte relating to the Audited Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateBalance Sheets. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Acquisition LP provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to ConAgra within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Acquisition LP and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During ConAgra shall, during the 30-day period following ConAgra's receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Acquisition LP's objections. During such 30-day period, ConAgra and its representatives shall be permitted to review the matters specified in working papers relating to the Notice of DisagreementObjection and the basis therefor. At If Acquisition LP and ConAgra are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to KPMG LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Acquisition LP and ConAgra and, if Acquisition LP and ConAgra are unable to so agree within ten (10) days after the end of such 30-day period, Weyerhaeuser then Acquisition LP and Parent ConAgra shall submit each select such a firm and such firms shall jointly select a third nationally recognized firm to an independent accounting resolve the disputed matters (such selected firm (being the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement"Independent Expert")). The dispute parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than sixty (60) days after its selection. The resolution of disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and nonappealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne by Parent U.S. Acquisition Co. Promptly following the respective date that ConAgra and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by Acquisition LP reach agreement upon or, if applicable, the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination respective date of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentencefinal determination, the fees parties shall cause such resolution to be incorporated into the Audited Closing Balance Sheets and disbursements of Weyerhaeuser’s independent auditors shall cause Deloitte to issue its final audit report. The Audited Processing Company Closing Balance Sheet, as adjusted (the "Final Processing Closing Balance Sheet"), the Audited Australian Closing Balance Sheet, as adjusted (the "Final Australian Closing Balance Sheet"), and the Audited Cattleco Closing Balance Sheet, as adjusted (the "Final Cattleco Closing Balance Sheet"), shall be borne by Weyerhaeuser final, binding and the fees and disbursements of Parent’s independent auditors shall be borne by Parentconclusive for all purposes hereunder.

Objections; Resolution of Disputes. The Closing Adjustment (i) Unless Parent notifies the Company in writing within three Business Days after delivery of the Cash Statement shall or the Net Cash Statement of any objection to the computation of Cash or Net Cash, as applicable, set forth therein (“Notice of Objection”), the Cash Statement or the Net Cash Statement, as applicable, will become final and binding upon at the parties on end of such three Business Day period or such earlier date as may be mutually agreed by the 30th day following delivery thereofCompany and Parent. During such period, unless Weyerhaeuser gives written notice Parent and its representatives and their advisors will be permitted to review all books, records, working papers, materials and information used by the Company or its representatives in preparing the Cash Statement or the Net Cash Statement, as applicable, and the Company will make available such personnel as are reasonably necessary to assist Parent in its review of its disagreement with the Closing Adjustment Cash Statement (a “Notice of Disagreement”) to Parent prior to such dateor Net Cash Statement, as applicable. Any Notice of Disagreement shall (i) Objection must specify in reasonable detail the nature basis for the objections set forth therein. Notwithstanding any provision of any disagreement so assertedthis Agreement to the contrary, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by if required to resolve a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have dispute with respect to the matters specified in Cash Statement or Net Cash Statement, the Closing will be delayed pending resolution of such dispute and the satisfaction of conditions to Closing. (ii) If Parent provides the Notice of Disagreement Objection to the Company within such three Business Day period, then Parent and (ii) the date any disputed matters are finally resolved in writing by Company will, during the Accounting Firm. During the 30-day three Business Day period following the delivery Company’s receipt of a the Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Parent’s objections. During such three Business Day period, the Company and its representatives and their advisors will be permitted to review the matters specified in working papers of Parent and, if applicable, Parent’s representatives, relating to the Notice of DisagreementObjection and the basis therefor. At If Parent and the end of Company are unable to resolve all such 30-day objections within such three Business Day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain remaining in dispute and that were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall Objection will be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte submitted to PricewaterhouseCoopers, LLP (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Parent and the parties hereto Company in writingwriting and, if Parent and the Company are unable to so agree within one Business Day after the end of such three Business Day period, then Parent and the Company will each select such a firm and such firms will jointly select a third nationally recognized public accounting firm to resolve the disputed matters (such selected firm being the “Independent Expert”)). Weyerhaeuser Parent and Parent shall use commercially reasonable efforts to cause the Accounting Firm Company will instruct the Independent Expert to render a its reasoned decision as promptly as practicable but in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submissionno event later than five Business Days after its selection. The resolution of disputed items by the Independent Expert will be final and binding, and the determination of the Accounting Firm shall be final Independent Expert will constitute an arbitral award that is final, binding and binding on the parties, non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of Independent Expert will be paid by Parent. Cash, as set forth in the parties) Cash Statement, as adjusted pursuant to this Section 5.03 shall be borne by Parent 2.10(c)(ii), and Weyerhaeuser in inverse proportion Net Cash, as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to set forth in the immediately preceding sentenceNet Cash Statement, so adjusted, will be deemed to be the fees amounts of Cash and disbursements Net Cash for purposes of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and calculating the fees and disbursements of Parent’s independent auditors shall be borne by ParentAdditional Consideration.

Objections; Resolution of Disputes. The Closing Adjustment (i) Unless one or both of the Stockholder Representative and the Buyer Sponsor notifies Buyer in writing within 45 days after Buyer’s delivery of the Final Purchase Price Calculation Statement shall of any objection to Buyer’s Proposed Calculations (the “Notice of Objection”), the Final Purchase Price Calculation Statement will become final and binding upon the parties on the 30th Parties at the end of such 45-day following delivery thereofperiod. During such 45-day period, unless Weyerhaeuser gives written notice Stockholder Representative, the Buyer Sponsor and their respective representatives and advisors will be permitted to review all materials and information used by Buyer in preparing the Final Purchase Price Calculation Statement and Buyer will make available such personnel as are reasonably necessary to assist Stockholder Representative or the Buyer Sponsor in its respective review of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateFinal Purchase Price Calculation Statement. Any Notice of Disagreement shall (i) Objection must specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors If either or based on both of Stockholder Representative and the Adjustment Amount not being calculated in accordance with Section 5.05 and Buyer Sponsor (iiian “Objecting Party”) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If provides a Notice of Disagreement is received by Parent in Objection to Buyer and each other within such 45-day period, Buyer and the Objecting Party (or the Objecting Parties, if both the Stockholder Representative and the Buyer Sponsor deliver a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiObjection or elect to participate after the other party delivers a Notice of Objection) the date any disputed matters are finally resolved in writing by the Accounting Firm. During will, during the 30-day period following Buyer’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect the objections of Stockholders. During such 30-day period, Buyer and its independent auditors and other representatives and their advisors will be permitted to review the working papers of the Objecting Party and, if applicable, their representatives relating to the Notice of Objection and the basis therefor. If Buyer and the Objecting Party are unable to resolve all such objections within such 30-day period, the matters specified remaining in dispute that were properly included in the Notice of Disagreement. At Objection will be submitted to RSM US LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Buyer and the Objecting Party in writing and, if Buyer and the Objecting Party are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Buyer and Parent shall submit the Objecting Party will each select such a firm and such firms will jointly select a third nationally recognized firm to an independent accounting resolve the disputed matters (such selected firm (being the “Independent Accounting Firm”) for arbitration any )). Buyer and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by Objecting Party will instruct the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Independent Accounting Firm to render its decision as promptly as practicable but in no event later than 30 days after its selection. Buyer and the Objecting Party will further instruct the Independent Accounting Firm to deliver a decision written report containing its calculation of the disputed items and a written explanation in writing resolving the matters submitted reasonable detail of each required adjustment to the disputed items, including the basis for those adjustments. The Independent Accounting Firm within 30 days will act as an expert and not an arbitrator to resolve the disputed matters solely based on submissions made on behalf of receipt Stockholders and Buyer that are consistent with the terms of the submissionthis Agreement (and not by independent review or additional discovery in any form). The Independent Accounting Firm will not assign a value to any item that is greater than the greater value for such item claimed by either Party or less than the lesser value for such item claimed by either Party. The resolution of disputed items by the Independent Accounting Firm will be final and binding, and the determination of the Independent Accounting Firm shall may be final enforced as if it were an arbitral award that is final, binding and binding on the parties, non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party Party against which such determination is to be enforced, absent manifest error. Any Party may seek specific enforcement or take other necessary legal action to enforce any decision made by the Independent Accounting Firm. The cost of any arbitration (including other Party’s only defense to such a request for specific enforcement or other legal action shall be manifest error or fraud by or upon the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm will be apportioned between Buyer, on one hand, and reasonable attorney the Objecting Party, on the other hand, based upon the inverse proportion of the amount of the disputed items on the Final Purchase Price Calculation Statement resolved in favor of each of Buyer and such Person (i.e., so that the prevailing Party bears a lesser amount of such fees and expenses), with any expenses that are the responsibility of the parties) Stockholders being paid out of the shares of Buyer Common Stock representing the Adjustment Reserve Amount. The Final Purchase Price Calculation Statement, as adjusted pursuant to this Section 5.03 shall 2.5(b)(ii), will be borne by Parent final and Weyerhaeuser in inverse proportion as they may prevail binding on matters resolved the Parties. All information provided by the Parties to each other and the Independent Accounting Firm under this Section 2.5 will be held in confidence and will not be further disclosed by the Parties and the Independent Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The (i) Unless UCB notifies Purchaser in writing within 60 days (such 60-day period, the “Objection Period”) after Purchaser’s delivery of the Working Capital Statement of any objection to the computation of Closing Adjustment Working Capital set forth therein (a “Notice of Objection”), the Working Capital Statement shall become final and binding upon binding. Following the parties on delivery of the 30th day following delivery thereof, unless Weyerhaeuser gives written notice Working Capital Statement and for purposes of its disagreement with UCB’s review of the Closing Adjustment Working Capital Statement (a “and preparation of any Notice of Disagreement”Objection, Purchaser shall permit UCB and its Representatives to review the working papers of Purchaser and its accountants relating to the Working Capital Statement and, at UCB’s request, shall provide UCB and its Representatives (A) any information relating to Parent prior the Transferred Subsidiary reasonably requested and (B) reasonable access during normal business hours to such datethe personnel, properties, books and records of and relating to the Transferred Subsidiary (including any taking and preparing of physical counts of inventory). Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein. UCB and Purchaser acknowledge that the sole purpose of any disagreement the determination of Closing Working Capital is to adjust the Cash Consideration so asserted, as to reflect the difference between Closing Working Capital and Target Working Capital. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If UCB provides the Notice of Disagreement are consistent with Objection to Purchaser within the requirements Objection Period, Purchaser and UCB shall, during the 30 day period following Purchaser’s receipt of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and Objection (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting FirmResolution Period”) for arbitration any ), attempt in good faith to resolve UCB’s objections. During the Resolution Period, Purchaser and all matters that remain in dispute its Representatives shall be permitted to review the working papers of UCB and were properly included in its accountants relating to the Notice of DisagreementObjection and the basis therefor. The If Purchaser and UCB are unable to resolve all such objections within the Resolution Period, the matters remaining in dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be submitted to Deloitte LLP Touche Tohmatsu Limited (or an Affiliate thereof) or, if such firm declines or is unable or unwilling to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Purchaser and UCB (such agreed firm being the parties hereto “Independent Expert”)). The Independent Expert shall be engaged pursuant to an engagement letter among Purchaser, UCB and the Independent Expert. The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve only those matters set forth in writingthe Notice of Objection remaining in dispute and not to otherwise investigate any matter independently. Weyerhaeuser Purchaser and Parent the Seller Parties each agree to furnish to the Independent Expert such individuals and such information, books and records as may be reasonably required by the Independent Expert to make its final determination. Purchaser and UCB shall use commercially reasonable efforts to cause also instruct the Accounting Firm Independent Expert to render a its reasoned written decision as promptly as practicable but in writing resolving no event later than 30 days from the matters submitted date that information related to the Accounting Firm within 30 days unresolved objections was presented to the Independent Expert by Purchaser and UCB. With respect to each disputed line item, such decision, if not in accordance with the position of receipt either Purchaser or UCB, shall not be in excess of the submissionhigher, nor less than the lower, of the amounts advocated by Purchaser in the Working Capital Statement or UCB in the Notice of Objection with respect to such disputed line item. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the parties, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne equally by Parent Purchaser and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by UCB. After the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the final determination of the Accounting Firm is rendered on the merits Closing Working Capital, Purchaser shall have no further right to make any claims against UCB or any of the matters submitted. Other than the fees and expenses referred its affiliates (including UMI) in respect of any element of Closing Working Capital or any payment made pursuant to Section 2.03(c) hereof. (iii) The procedures set forth in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors this Section 2.03 shall be borne by Weyerhaeuser the sole and exclusive method for resolving any disputes with respect to the fees and disbursements computation of Parent’s independent auditors shall be borne by ParentClosing Working Capital.

Objections; Resolution of Disputes. The (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser's delivery of the Statement of any objection to the computation of Closing Adjustment Date Working Capital set forth therein (the "Notice of Objection"), the Statement shall become final and binding upon binding. During such 30-day period, Seller and its representatives shall be permitted to review the parties on working papers of Purchaser and Purchaser's accountants relating to the 30th day following delivery thereofStatement, unless Weyerhaeuser gives written notice of and Purchaser shall provide Seller and its disagreement with representatives any information reasonably requested and shall provide them access at all reasonable times to the Closing Adjustment Statement (a “Notice of Disagreement”) personnel, properties, books and records relating to Parent prior to the Business for such datepurpose. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein. Any Notice of any disagreement so asserted, (ii) Objection shall include only include disagreements objections based on (A) mathematical errors in the computation of Closing Date Working Capital or based on the Adjustment Amount (B) Closing Date Working Capital not being having been calculated in accordance with Section 5.05 and 2.9(a). (iiiii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Purchaser within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Seller and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Purchaser shall, during the 30-day period following Purchaser's receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Seller's objections. During such 30-day period, Purchaser and its representatives shall be permitted to review the matters specified in working papers of Seller and Seller's accountants relating to the Notice of DisagreementObjection and the basis therefor. At If Seller and Purchaser are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to a nationally recognized public accounting firm mutually agreed upon and jointly engaged by Seller and Purchaser and, if Seller and Purchaser are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Seller and Parent Purchaser shall submit each select such a firm and such firms shall jointly select a third nationally recognized firm to an independent accounting be jointly engaged by Seller and Purchaser to resolve the disputed matters (such selected firm (being the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement"Independent Expert"). The dispute parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 60 days after its selection. The resolution of disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne by Parent allocated between Seller and Weyerhaeuser Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations such a way that Purchaser shall also be determined by the Accounting Firm at the time the determination responsible for that portion of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred equal to in the immediately preceding sentence, the such fees and disbursements expenses multiplied by a fraction the numerator of Weyerhaeuser’s independent auditors which is the aggregate dollar value of disputed items submitted to the Independent Expert by Seller that are resolved against Purchaser (as finally determined by the Independent Expert) and the denominator of which is the total dollar value of the disputed items so submitted by Seller, and Seller shall be borne by Weyerhaeuser and responsible for the remainder of such fees and disbursements of Parent’s independent auditors shall be borne by Parentexpenses.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon (i) Unless Seller notifies Purchaser in writing, within thirty (30) days (such thirty (30)-day period, the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice “Objection Period”) after Seller’s receipt of its disagreement with the Closing Statement, of any objection to the computation of Adjustment Amount set forth in the Closing Statement (a “Notice of DisagreementObjection”), the Closing Statement shall become final, conclusive and binding upon, and non-appealable by, the parties hereto. During the Objection Period and for purposes of Seller’s review of the Closing Statement, if any, and preparation of any Notice of Objection, Purchaser shall permit Seller and its Representatives to review the working papers of Purchaser and its accountants reasonably related to the preparation of the Closing Statement (subject to Section 5.04) and, at Seller’s request, shall provide Seller and its Representatives with (Y) any information relating to Parent prior the Business reasonably requested and (Z) reasonable access during normal business hours to such datethe personnel and books and records of and relating to the Business, in each case of clauses (Y) and (Z) reasonably related to the preparation of the Closing Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on If Seller provides a Notice of Objection to Purchaser within the Adjustment Amount not being calculated in accordance with Section 5.05 Objection Period, Purchaser and Seller shall, during the thirty (iii) be accompanied by a certificate 30)-day period following Purchaser’s receipt of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with Objection (such thirty (30)-day period, the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner“Resolution Period”), then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified Seller’s objections set forth in the Notice of DisagreementObjection. At If Purchaser and Seller are unable to resolve all such objections within the end of Resolution Period (or such 30-day periodlonger period as they may mutually agree in writing), Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain remaining in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) submitted to PwC or, if such firm PwC is unable or unwilling to actserve, such other nationally another internationally recognized independent public accounting firm as shall be mutually agreed upon by Purchaser and Seller in writing (such agreed firm being the “Independent Expert”). The Independent Expert shall be engaged within twenty (20) days following expiration of the Resolution Period pursuant to an engagement letter among Purchaser, Seller and the Independent Expert. The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve only those matters set forth in the Notice of Objection remaining in dispute based solely on the written submissions of the parties hereto and not to otherwise investigate any matter independently. The Independent Expert will act as an expert and not an arbiter in writingresolving such disputes. Weyerhaeuser Purchaser and Parent shall Seller each agree to use commercially reasonable efforts to cause furnish to the Accounting Firm Independent Expert access to such individuals and such information, books and records as may be reasonably requested by the Independent Expert to make its final determination. Purchaser and Seller shall also instruct the Independent Expert to render a its reasoned written decision as promptly as practicable but in writing resolving no event later than thirty (30) days from the matters submitted date that information related to the Accounting Firm within 30 days of receipt unresolved objections was first presented to the Independent Expert by Xxxxxxxxx and Seller. With respect to each disputed line item, such decision shall not be in excess of the submissionhigher, nor less than the lower, of the amounts advocated by Purchaser in the Closing Statement or Seller in the Notice of Objection. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the parties, and the determination of the Independent Expert shall constitute an arbitral award that is final, conclusive, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall Independent Expert will be borne by Parent Seller and Weyerhaeuser Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting FirmIndependent Expert, which proportionate allocations shall will also be determined by the Accounting Firm Independent Expert at the time of the determination of the Accounting Firm is rendered on Adjustment Amount by the merits Independent Expert; provided that any retainer or other upfront costs or expenses of the matters submittedIndependent Expert will be equally divided between Seller and Purchaser, subject to re-allocation as set forth above. Other than After the fees and expenses referred final determination of the Adjustment Amount, Purchaser shall have no further right to make any claims against Seller or any of its affiliates in respect of the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentAdjustment Amount or any payment made pursuant to Section 2.04(c).

Objections; Resolution of Disputes. The Closing Adjustment Unless Seller notifies Buyer in writing within 30 days after Buyer’s delivery of the Working Capital Statement shall become final and binding upon of any objection to the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice computation of its disagreement with the Closing Adjustment Statement Working Capital of the Acquired Businesses set forth therein (a “Notice of DisagreementObjection”), the Working Capital Statement delivered pursuant to Section 2.04(c) shall be final and binding. During such 30-day period, Seller and its representatives shall be permitted to Parent prior review the work papers of Buyer relating to such datethe Working Capital Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) basis for the objections set forth therein and shall include only include disagreements objections based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified mathematical errors in the Notice computation of Disagreement and the Closing Working Capital of the Acquired Businesses or (ii) the date any disputed matters are finally resolved Closing Working Capital of the Acquired Businesses not having been calculated in writing by a manner consistent with the Accounting FirmTarget Working Capital of the Acquired Businesses. During If Seller provides such Notice of Objection to Buyer within such 30-day period, Buyer and Seller shall, during the 30-day period following the Seller’s delivery of a such Notice of DisagreementObjection to Buyer, Weyerhaeuser and Parent shall seek attempt in good faith to resolve Seller’s objections, including those raised in writing any differences that they may have with respect other Notice of Objection provided by Seller during such following 30-day period. During such following 30-day period, Buyer and its representatives shall be permitted to review the work papers of Seller and Seller’s accountants relating to any Notice of Objection and the basis therefor. Any components or calculations making up the Closing Working Capital of the Acquired Businesses not objected to in a Notice of Objection shall be final and binding on the parties. If Buyer and Seller are unable to resolve all such objections within such period, the matters specified remaining in the Notice of Disagreement. At dispute shall be submitted to PricewaterhouseCoopers or its successor in interest (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Buyer and Seller and, if Buyer and Seller are unable so to agree within 10 days after the end of such 30-day period, Weyerhaeuser then Buyer and Parent Seller shall submit to an independent accounting each select such a firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm such firms shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other jointly select a third nationally recognized independent public accounting firm as to resolve the disputed matters) (such agreed or selected firm being the “Independent Auditor”). The parties shall instruct the Independent Auditor to render its decision within 60 days of its selection. The resolution of disputed items by the Independent Auditor shall be agreed upon by final and binding, and the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Auditor shall constitute an arbitral award that is final, binding and unappealable and upon which a Judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Auditor shall be borne equally by Buyer and Seller. The final determination of the Closing Working Capital of the Acquired Businesses shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Spinco gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Weyerhaeuser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being calculated in accordance with this Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.04. If a Notice of Disagreement is received by Parent Weyerhaeuser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Weyerhaeuser and Spinco on the earlier of (iA) the date Weyerhaeuser and Parent Spinco resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent Spinco shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent Spinco shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte & Touche LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent Spinco shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The Judgment may be entered upon the determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.04 shall be borne equally shared by Parent Spinco and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submittedWeyerhaeuser. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of ParentSpinco’s independent auditors shall be borne by ParentSpinco.

Objections; Resolution of Disputes. During the 30-day period following Seller’s receipt of the Statement, Seller and its independent auditor shall be permitted to review the working papers relating to the Statement. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Purchaser on or prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, asserted and (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being calculated in accordance with this Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.01. If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Seller and Purchaser on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting FirmFirm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte PriceWaterhouseCoopers LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.01(b) shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the The fees and disbursements of WeyerhaeuserSeller’s and each Seller Subsidiary’s independent auditors incurred in connection with any review of the Statement and review of any Notice of Disagreement shall be borne by Weyerhaeuser Seller, and the fees and disbursements of ParentPurchaser’s independent auditors incurred in connection with any review of the Statement shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless Seller notifies Purchaser in writing within 45 days after Purchaser’s delivery of the Closing Adjustment Statement shall become final and binding upon (such 45-day period, the parties “Objection Period”) of any dispute or objection thereto based on Seller’s good faith belief that the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement Closing Statement was not prepared in accordance with the Closing Adjustment Statement requirements of Section 2.04(a) (a “Notice of DisagreementObjection”), the Closing Statement and the calculations of Closing Working Capital, Closing Cash and Cash Equivalents, Transaction Expenses, Closing Indebtedness, Closing Tax Amount and the Purchase Price set forth therein shall be final, binding and conclusive on the Parties. Following the delivery of the Closing Statement and for purposes of Seller’s review of the Closing Statement and preparation of any Notice of Objection, Seller and its Representatives, upon reasonable advance notice, shall be permitted during normal business hours to review the books and records of Purchaser and the Company Group and shall be provided with all information and reasonable access to the Representatives of Purchaser and the Company Group, as applicable, who were involved in the preparation of the Closing Statement, including, subject to Seller’s and its applicable Representatives’ entry into a customary access letter required by such accountants, all work papers of the accountants who audited, compiled or reviewed such statement in connection with Seller’s and its Representatives’ review thereof. Any information provided to Seller and its Representatives pursuant to this Section 2.04(b)(i) shall be considered Confidential Information and subject to Parent prior to such dateSection 5.03. Any Notice of Disagreement Objection shall (i) specify the amount in reasonable detail dispute for each disputed item and the nature of any disagreement basis for the objections set forth therein. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement not so asserted, disputed by Seller. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with Objection to Purchaser within the requirements Objection Period, Seller and Purchaser shall, during the 30‑day period following Purchaser’s receipt of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and Objection (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting FirmResolution Period”), attempt in good faith to resolve Seller’s objections. During the Resolution Period, Purchaser and its Affiliates and their respective Representatives shall be permitted to review the working papers of Seller and, subject to Purchaser’s and its applicable Representatives’ entry into a customary access letter required by such accountants, its accountants involved with preparing the Notice of Objection and the basis therefor. All such discussions and communications between the Parties related thereto shall (unless otherwise agreed by Purchaser and Seller) for arbitration be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, and any resolution by them agreed to in writing as to any disputed amounts shall be final, binding and conclusive. The resolution of any disputed item during the Resolution Period shall be final, binding and conclusive on the Parties. If Seller and Purchaser are unable to resolve all such objections within the Resolution Period, then either Seller or Purchaser may refer all such matters that remain remaining in dispute to a nationally recognized independent valuation, accounting or specialty firm to be mutually agreed upon by Seller and were properly included Purchaser or, if Seller and Purchaser are unable to agree within five Business Days from the end of the Resolution Period, then such nationally recognized independent valuation, accounting or specialty firm jointly selected by Seller’s and Purchaser’s independent accountants within five Business Days thereafter (such agreed firm being the “Independent Expert”). Seller and Purchaser each agree to promptly sign an engagement letter among Seller, Purchaser and the Independent Expert, in commercially reasonable form, as may reasonably be required by the Independent Expert, on terms and conditions consistent with this Section 2.04. The Independent Expert shall be instructed, acting as an expert in accounting and not as an arbitrator, pursuant to such engagement letter, to resolve only those matters set forth in the Notice of DisagreementObjection remaining in dispute. The dispute resolution Seller and Purchaser each agree to furnish to the Independent Expert access to such individuals and such information, books and records as may be reasonably required by the Accounting Firm Independent Expert to make its final determination (any such information, books and records shall be an arbitration under provided to the Federal Arbitration Act other Party prior to its submission or presentation to the Independent Expert). As promptly as practicable, and relevant Laws in any event not more than 30 days following the engagement of the State Independent Expert, or such later date as Seller and Purchaser may mutually agree, Purchaser and Seller shall each submit a written presentation detailing each Party’s complete statement of New York. The Accounting Firm proposed resolution of each issue still in dispute to the Independent Expert (it being understood that the content of each such presentation shall be Deloitte LLP limited to (or an Affiliate thereofA) orwhether the Closing Statement was properly calculated in accordance with the definitions in this Agreement and the Accounting Principles, if (B) the proposed resolution of each disputed issue by such firm is unable or unwilling Party and (C) reasonable supporting detail for the foregoing). Seller and Purchaser shall also instruct the Independent Expert to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use its commercially reasonable efforts to cause the Accounting Firm to render a its reasoned written decision in writing resolving the matters submitted to the Accounting Firm within 30 days from the date that information related to the unresolved objections is presented to the Independent Expert by Seller and Purchaser. With respect to each disputed line item, such decision shall be made in strict accordance with the terms and definitions within this Agreement and the Accounting Principles and, if not in accordance with the position of receipt either Seller or Purchaser, shall not be in excess of the submissionhigher, nor less than the lower, of the amounts advocated by Purchaser in the Closing Statement or Seller in the Notice of Objection with respect to such disputed line item. Except as Seller and Purchaser may otherwise agree, all communications between Seller and Purchaser or any of their respective Representatives, on the one hand, and the Independent Expert, on the other hand, shall be in writing with copies simultaneously delivered to the non-communicating Party. None of Seller, Purchaser, nor any of their respective Affiliates shall have any ex parte communications or meetings with the Independent Expert regarding the subject matter hereof without the other Party’s prior written consent. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final final, binding and binding on the partiesconclusive on, and judgment may be entered upon such determination in any court having jurisdiction over enforceable by, the party against which such determination is to be enforcedParties (absent manifest error). The cost of any arbitration (including the All fees and expenses of the Accounting Firm Independent Expert shall be borne on a proportionate basis by Purchaser, on the one hand, and reasonable attorney fees and expenses Seller, on the other, based on the percentage which the portion of the parties) contested amount not awarded in favor of each Party bears to the amount actually contested by such Party. By way of illustration, if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and Seller’s calculations would have resulted in a $1,000,000 net payment to Seller and the Independent Expert’s final determination as adopted pursuant to this Section 5.03 2.04(b)(ii) results in an aggregate net payment of $500,000 to Seller, then Purchaser and Seller shall be borne by Parent pay 75% and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm25%, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination respectively, of the Accounting Firm is rendered on the merits of the matters submitted. Other than the such fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentexpenses.

Objections; Resolution of Disputes. The Closing Adjustment Statement Buyer shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice have a period of thirty (30) days after its disagreement with receipt of the Closing Adjustment Date Inventory Statement (the “Review Period”) to review the same and to notify the Seller of any objection to the valuation of the Closing Date Inventory set forth therein, which notice shall specify in reasonable detail the basis for the objections set forth therein as well as the Buyer’s calculation of the value of the Closing Date Inventory (a “Notice of DisagreementObjection”) ). During the Review Period, the Buyer and its advisors shall have reasonable post-closing access to Parent prior to such date. Any Notice of Disagreement shall (i) specify the Seller’s and its internal accountants’ workpapers used in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent connection with the requirements Seller’s preparation of Section 5.05the Closing Date Inventory Statement. If Unless a Notice of Disagreement Objection is received by Parent the Seller within the Review Period, the valuation as set forth in the Closing Date Inventory Statement shall be final and binding, and the Buyer shall have no further right to make any claim against the Seller in respect of the Transferred Inventory. If the Buyer provides a timely mannerNotice of Objection to the Seller during the Review Period, then the Closing Adjustment Statement (as revised in accordance with this sentence) parties shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek negotiate in good faith in an effort to resolve the Buyer’s objections. If the parties are unable to resolve all such objections within thirty (30) days after the Seller receives the Buyer’s Notice of Objection, then either party may submit the matters remaining in writing any differences that they may have with respect dispute to the matters specified in the Notice New York office of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte Xxxxx Xxxxxxx LLP (or an Affiliate thereof) or, if such firm is unwilling or unable or unwilling to actperform such services, such other nationally recognized to an independent public accounting firm as of recognized national or regional standing mutually acceptable to the Buyer and the Seller) (the “Independent Auditor”) for resolution. The resolution of disputed items by the Independent Auditor shall be agreed set forth in a written statement delivered to both parties and shall be conclusive and binding upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submissionparties. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Auditor shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved paid (i) by the Accounting Firm, which proportionate allocations shall also be determined by Buyer if the Accounting Firm at the time the final determination of the Accounting Firm is rendered on the merits value of the matters submittedClosing Date Inventory by the Independent Auditor is at least 100% of the Seller’s determination of such value or (ii) by the Seller if the final determination of the value of the Closing Date Inventory by the Independent Auditor is less than 100% of the Seller’s determination of such value. Other than Payment of such fees shall be made within ten (10) days of determination by the fees Independent Auditor. The parties acknowledge and expenses referred to agree that KPMG LLP is not independent and the parties will not use KPMG as an Independent Auditor or as an expert or arbitrator in the immediately preceding sentence, event of a dispute between the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentparties under this Agreement.

Objections; Resolution of Disputes. The (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser's delivery to Seller of the Statement of any objection to the computation of Net Working Capital or Equipment Held for Lease set forth therein (the "Post-Closing Adjustment Notice of Objection"), the Statement shall become final and binding upon binding. During such 30-day period Seller and its representatives shall be permitted to review the parties on working papers of Purchaser relating to the 30th day following delivery thereofStatement and shall be afforded reasonable access, unless Weyerhaeuser gives written notice during normal business hours, to Purchaser's employees for purposes of its disagreement with reviewing the Statement and related books and records. Any Post-Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on If Seller provides the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Post-Closing Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Purchaser within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Purchaser and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following Purchaser's receipt of the delivery of a Post-Closing Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementSeller's objections. At the end of During such 30-day period, Weyerhaeuser Purchaser and Parent its representatives shall submit be permitted to an independent accounting firm (review the “Accounting Firm”) for arbitration any working papers of Seller relating to the Post-Closing Notice of Objection and the basis therefor. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters that remain remaining in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within Independent Expert. The parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 days of receipt of the submissionafter its selection. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm Independent Expert incurred under this Section 2.05(b) shall be shared ratably by Purchaser and reasonable attorney fees Seller in proportion to the relative difference between the result obtained by the Independent Expert to Purchaser's position, on the one hand, and expenses to Seller's position, on the other hand. After the Statement shall have become final and binding, neither party may have any further right to make any claims against the other party in respect of (i) any element of Net Working Capital or Equipment Held for Lease, as the partiescase may be or (ii) any payment made pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent2.05(c).

Objections; Resolution of Disputes. The (1) Unless Purchaser notifies Seller in writing within 30 days after Seller's delivery of the Statement of any objection to any component of the computation of Closing Adjustment Statement Net Assets set forth therein (the "Notice of Objection"), such computation shall become be final and binding upon binding. During such 30-day period Purchaser and its representatives shall be permitted to review the parties on working papers of Seller relating to the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateStatement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein. Any Notice of any disagreement so asserted, Objection shall include only objections based on (i) mathematical errors in the computation of Closing Net Assets or (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Net Assets not being having been calculated in accordance with Section 5.05 the consistent application of the accounting principles, practices, methodologies and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified policies used in the Notice preparation of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Reference Statement (as revised in accordance with this sentence) shall become final after taking into consideration the provisions of Schedule 1.04(a)). Seller and binding upon the parties on the earlier of Purchaser acknowledge that (i) the date Weyerhaeuser and Parent resolve sole purpose of the determination of Closing Net Assets is to adjust the Purchase Price so as to reflect the change in writing any differences they have with respect Net Assets from December 31, 2001, to the matters specified in the Notice of Disagreement Closing Date and (ii) such change is to be measured on a totally consistent basis so that the date any disputed matters are finally resolved calculation is to be done using the same accounting principles, practices, methodologies and policies used in writing by the Accounting Firmpreparation of the Reference Statement, except as provided in Schedule 1.04(a). (2) If Purchaser provides the Notice of Objection to Seller within such 30-day period, Purchaser and Seller shall, during the 30-day period following Seller's receipt of the Notice of Objection, attempt in good faith to resolve Purchaser's objections. During the 30-day period following the delivery Seller's receipt of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementObjection, Seller and its representatives shall be permitted to review the working papers of Purchaser and its representatives relating to the Notice of Objection and the basis therefor. At If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to an internationally recognized public accounting firm mutually agreed upon by Purchaser and Seller (or, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting period or the firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling so selected declines to act, such other nationally then Purchaser and Seller shall each select an internationally recognized independent public accounting firm and such firms shall jointly select a third internationally recognized firm to resolve the disputed matters (such determining firm being the "Independent Expert")). The parties shall instruct the Independent Expert to render its reasoned written decision as shall be agreed upon promptly as practicable but in no event later than 60 days after its selection. The resolution of disputed items by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne 50% by Parent Purchaser and Weyerhaeuser in inverse proportion as they may prevail on matters resolved 50% by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the Seller. After final determination of the Accounting Firm is rendered on the merits Closing Net Assets, Purchaser shall have no further right to make any claims against Seller in respect of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentany post-Closing Purchase Price adjustment hereunder.

Objections; Resolution of Disputes. (i) Unless Seller Representative notifies Buyer within 7 days after Buyer’s delivery of the Closing Date Statement of any objection to the computation of the Inventory Valuation set forth therein (the “Objection to Inventory Valuation”), the Closing Date Statement will become final and binding at the end of such 7-day period. During such 7-day period Seller Representative will be permitted to review all materials and information used by Buyer in preparing the Closing Date Statement and Buyer will make available such personnel as are reasonably necessary to assist Seller Representative in its review of the Closing Date Statement. Any Objection to Inventory Valuation must specify in reasonable detail the basis for the objections set forth therein. Seller Representative will be deemed to have agreed with all items and amounts in the Closing Date Statement not specifically disputed in the Objection to Inventory Valuation, and such items and amounts will not be subject to further resolution hereunder. (ii) If Seller Representative provides the Objection to Inventory Valuation to Buyer within such 7-day period, Buyer and Seller Representative will negotiate in good faith to resolve such objections within 15 days after the delivery of the Objection to Inventory Valuation (the “Inventory Valuation Resolution Period”), and, if the same are so resolved within the Inventory Valuation Resolution Period, the Closing Date Statement with such changes as may have been previously agreed in writing by Buyer and Seller Representative, shall be final and binding. (iii) If Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection to Inventory Valuation before expiration of the Inventory Valuation Resolution Period, then any amounts remaining in dispute (“Disputed Inventory Valuation Amounts”) shall be submitted for resolution to the office of BDO USA, LLC or, if BDO USA, LLC is unable to serve, Buyer and Seller Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants (BDO USA, LLC or such firm, the “Independent Accountants”) who shall resolve the Disputed Inventory Valuation Amounts only and make any determination as to the Inventory Valuation Settlement. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Inventory Valuation Amounts and their adjustments to the Closing Adjustment Date Statement shall become final be conclusive and binding upon the parties on hereto and the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with Inventory Valuation Settlement as determined hereby shall be paid by the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified appropriate party in the Notice of Disagreement are consistent with the requirements of manner provided in Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement2.06(d). The dispute resolution Independent Accountants shall only decide the Disputed Inventory Valuation Amounts by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may their decision for each Disputed Inventory Valuation Amount must be entered upon within the range of values assigned to each such determination item in any court having jurisdiction over the party against which such determination is Closing Date Statement and the Objection to be enforcedInventory Valuation, respectively. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Accountants shall be borne paid by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting FirmSellers, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative, on behalf of Sellers, and Buyer. For the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentenceavoidance of doubt, the fees and disbursements of Weyerhaeusereach party’s independent auditors accountants and other Representatives (other than the Independent Accountants) incurred in connection with the Inventory Valuation Settlement shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentin accordance with Section 10.01.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties hereto on the 30th 60th day following delivery thereof, unless Weyerhaeuser Parent gives written notice of its disagreement with the Closing Adjustment Statement to Purchaser prior to such date that (i) specifies in reasonable detail the nature and amount of each particular disagreement so asserted (including the basis on which such matters do not comply with the Adjustment Statement Principles, as applicable) and (ii) includes Parent’s calculation of the Cash Amount, the Indebtedness Amount, the Transaction Expense Amount or the Net Working Capital Amount, to the extent such amounts are being disputed, in each case, as of the Closing Date (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05). If Parent delivers a Notice of Disagreement is received by Parent in a timely mannerto Purchaser within the 60-day period referred to above, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties hereto on the earlier of (ia) the date Weyerhaeuser Parent and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iib) the date any disputed matters are finally resolved in writing by the Accounting FirmFirm pursuant to this Section 3.04 and Section 3.06(c). Any item in the Closing Adjustment Statement that is not disputed in a Notice of Disagreement shall be final and binding on the parties hereto. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Parent and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Parent and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) Firm for arbitration expert determination any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall act as an expert, and not as an arbitrator. The “Accounting Firm” shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally internationally recognized independent public accounting firm as shall be reasonably agreed upon by the parties hereto in writing. Weyerhaeuser Parent and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be made in accordance with this Section 3.04 and Section 3.06(c) and shall be final and binding on the partiesparties hereto, absent fraud or manifest error, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 3.04 shall be borne by Purchaser and Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined calculated by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements expenses of Weyerhaeuser’s independent auditors Parent incurred in connection with this Section 3.04 (including with respect to accountants and attorneys) shall be borne by Weyerhaeuser Parent and the fees and disbursements expenses of Parent’s independent auditors Purchaser incurred in connection with this Section 3.04 (including with respect to accountants and attorneys) shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Statement of any objection to the computation of Closing Adjustment Inventory set forth therein (the “Notice of Objection”), the Statement shall become final and binding upon at the parties on end of such 15-day period. During such 15-day period, Purchaser and its representatives shall be permitted to review the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with Seller relating to the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateStatement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include a special purpose report of any disagreement so asserted, Deloitte & Touche LLP (ii“Purchaser’s Accountants”) stating that they concur with the matters set forth in such Notice of Objection and that such Notice of Objection has been prepared in accordance with this Section 2.03. Any Notice of Objection shall include only include disagreements objections based on (A) mathematical errors in the computation of Closing Inventory or based on the Adjustment Amount (B) Closing Inventory not being having been calculated in accordance with the principles set forth on Section 5.05 and 2.03 of the Seller Disclosure Schedule. (iiiii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Purchaser provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Seller within such 15-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Purchaser and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following Seller’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Purchaser’s objections. During such 30-day period, Seller and its independent auditors and other representatives shall be permitted to review the working papers of Purchaser and Purchaser’s Accountants relating to the Notice of Objection and the basis therefor. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters specified remaining in dispute that were properly included in the Notice of Disagreement. At Objection shall be submitted to KPMG LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller in writing and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Purchaser and Parent Seller shall submit each select such a firm and such firms shall jointly select a third nationally recognized firm to an independent accounting resolve the disputed matters (such selected firm (being the “Accounting FirmIndependent Expert”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement)). The dispute parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 60 days after its selection. The resolution of disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm Independent Expert shall be borne equally by Purchaser and reasonable attorney Seller. The fees and expenses disbursements of Purchaser’s independent auditors incurred in connection with their review of the parties) pursuant to this Section 5.03 Statement and certification of any Notice of Objection shall be borne by Parent Purchaser. After the Statement shall have become final and Weyerhaeuser binding, Purchaser shall have no further right to make any claims against Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firmrespect of (i) any element of Closing Inventory that Purchaser raised, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection or (ii) any payment made pursuant to Section 2.03(c).

Objections; Resolution of Disputes. The Unless Buyer notifies Seller in writing within 45 days after Buyer's receipt of the Closing Adjustment Date Inventory Statement of any objection to the valuation of the Closing Date Inventory set forth therein (the "Notice of Objection"), such valuation shall become be final and binding upon binding. During such 45-day period, Buyer and its representatives shall be permitted to review the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with Seller and Seller's accountants relating to the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateDate Inventory Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include only objections based on (i) mathematical errors in the computation of any disagreement so asserted, the Closing Date Inventory or (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Date Inventory not being having been calculated in accordance with GAAP (other than as provided in the proviso in the first sentence of Section 5.05 and (iii2.5.1) be accompanied by a certificate it being the intent of an executive officer of Weyerhaeuser certifying the parties that the matters specified Closing Date Inventory Statement shall reflect the change in book value of the Inventory resulting only from the operation of the Business from the Statement Date (as defined in Section 3.4) to the Closing Date. If Buyer provides such Notice of Disagreement are consistent with Objection to Seller within such 45-day period, Buyer and Seller shall, during the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 3045-day period following the Buyer's delivery of a such Notice of DisagreementObjection to Seller, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementBuyer's objections. At the end of During such 3045-day period, Weyerhaeuser Seller and Parent its representatives shall submit be permitted to an independent accounting firm (review the “Accounting Firm”) for arbitration any working papers of Buyer and all matters that remain in dispute and were properly included in Buyer's accountants relating to the Notice of DisagreementObjection and the basis therefor. The If Buyer and Seller are unable to resolve all such objections within such period, the matters remaining in dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP submitted to Ernst & Young (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Buyer and Seller and, if Buyer and Seller are unable to so agree within 10 days after the parties hereto in writing. Weyerhaeuser end of such 45-day period, then Buyer and Parent Seller shall use commercially reasonable efforts each select such a firm and such firms shall jointly select a third firm to cause resolve the Accounting Firm to render a decision in writing resolving disputed matters) (such determining firm being the matters submitted to the Accounting Firm within 30 days of receipt of the submission"Independent Auditor"). The determination resolution of disputed items by the Accounting Firm Independent Auditor shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforcedbinding. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Auditor shall be borne equally by Parent Buyer and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the Seller. After final determination of the Accounting Firm is rendered on the merits Closing Date Inventory Statement, Buyer shall have no further right to make any claims against Seller in respect of any element of the matters submitted. Other than the fees and expenses referred to Closing Date Inventory that Buyer raised, or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following Unless Seller notifies Buyer in writing within 30 days after Buyer’s delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Date Statement of any objection to the computation of the Closing Working Capital set forth therein (a “Notice of DisagreementObjection”), the Closing Date Statement delivered pursuant to Section 2.04(a) shall be final and binding. During such 30-day period, Seller and its representatives shall be permitted to Parent prior review the working papers of Buyer relating to such datethe Closing Date Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include only objections based on (i) mathematical errors in the computation of any disagreement so asserted, the Closing Working Capital or (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being having been calculated in accordance with Section 5.05 GAAP applied consistently with the accounting principles, practices, methodologies and policies used in the preparation of the Audited Financial Statements. Seller and Buyer acknowledge that (A) the sole purpose of the determination of the Closing Working Capital is to adjust the Closing Date Payment so as to reflect the difference between the Closing Working Capital and the Target Working Capital (as defined below) and (iiiB) such difference can be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that measured only if the matters specified calculation is done using the same principles, practices, methodologies, and policies used in the preparation of the Audited Financial Statements. If Seller provides such Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Buyer within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Buyer and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following the Seller’s delivery of a such Notice of DisagreementObjection to Buyer, Weyerhaeuser and Parent shall seek attempt in good faith to resolve Seller’s objections, including those raised in writing any differences that they may have with respect other Notice of Objection provided by Seller during such following 30-day period. During such following 30-day period, Buyer and its representatives shall be permitted to review the working papers of Seller and Seller’s accountants relating to any Notice of Objection and the basis therefor. Any components or calculations making up the Closing Working Capital not objected to in a Notice of Objection shall be final and binding on the parties. If Buyer and Seller are unable to resolve all such objections within such period, the matters specified remaining in the Notice of Disagreement. At dispute shall be submitted to Deloitte & Touche (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Buyer and Seller and, if Buyer and Seller are unable so to agree within 10 days after the end of such 30-day period, Weyerhaeuser then Buyer and Parent Seller shall submit to an independent accounting each select such a firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm such firms shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other jointly select a third nationally recognized independent public accounting firm as to resolve the disputed matters) (such agreed or selected firm being the “Independent Auditor”). The parties shall instruct the Independent Auditor to render its decision within 60 days of its selection. The resolution of disputed items by the Independent Auditor shall be agreed upon by final and binding, and the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Auditor shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Auditor shall be borne equally by Buyer and Seller. The final determination of the Closing Working Capital shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The (i) Unless Purchaser notifies Seller in writing within 60 days after Seller’s delivery of the Statement of any objection to the computation of Closing Adjustment Inventory set forth therein (the “Notice of Objection”), the Statement shall become final and binding upon binding. During such 60-day period Purchaser and its representatives shall be permitted to review the parties on working papers of Seller relating to the 30th day following delivery thereof, unless Weyerhaeuser gives written notice Statement and shall be granted reasonable access to appropriate personnel of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to Seller responsible for preparing such dateStatement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include a certification by the Chief Financial Officer of any disagreement so asserted, (ii) Purchaser that such Notice of Objection has been prepared in accordance with this Section 2.03. Any Notice of Objection shall include only include disagreements objections based on (A) mathematical errors in the computation of Closing Inventory or based on the Adjustment Amount (B) Closing Inventory not being having been calculated in accordance with Section 5.05 the principles set forth on Schedule 2.03. Seller and Purchaser acknowledge that (x) the sole purpose of the determination of Closing Inventory is to adjust the Closing Date Payment so as to reflect, based solely on the operation of the Business, the amount, if any, by which the book value of the Statement Inventory as of the close of business on the Closing Date deviates from the Target Inventory and (iiiy) such amount, if any, can be accompanied by a certificate determined only if the calculation is done using the same accounting principles, practices, methodologies and policies used in the preparation of an executive officer the Statements of Weyerhaeuser certifying that the matters specified in Assets and Liabilities. (ii) If Purchaser provides the Notice of Disagreement are consistent with Objection to Seller within such 60-day period, Purchaser and Seller shall, during the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 3060-day period following Seller’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementPurchaser’s objections. At the end of During such 3060-day period, Weyerhaeuser Seller and Parent its independent auditors and other representatives shall submit be permitted to an independent accounting firm (review the “Accounting Firm”) working papers of Purchaser relating to the Notice of Objection and the basis therefor and shall be granted reasonable access to appropriate personnel of Purchaser responsible for arbitration any preparing such Notice of Objection. If Purchaser and Seller are unable to resolve all such objections within such 60-day period, the matters that remain remaining in dispute and that were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm Objection shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte submitted to KPMG LLP (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Purchaser and Seller in writing and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 60-day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm to resolve the disputed matters (such selected firm being the “Independent Expert”)). The parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause instruct the Accounting Firm Independent Expert to render a its reasoned written decision as promptly as practicable but in writing resolving the matters submitted to the Accounting Firm within 30 no event later than 60 days of receipt of the submissionafter its selection. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne equally by Parent Purchaser and Weyerhaeuser Seller. After the Statement shall have become final and binding, Purchaser shall have no further right to make any claims against Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firmrespect of (i) any element of Closing Inventory that Purchaser raised, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection or (ii) any payment made pursuant to Section 2.03(c).

Objections; Resolution of Disputes. The Unless Buyer notifies Sellers in writing within thirty (30) days after Sellers' delivery of the Statement of any objection to any component of the computation of Closing Adjustment Statement shall become final and binding upon Shareholders' Equity set forth therein (the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “"Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail Objection"), the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the partiesparties for purposes of this Agreement ("Final Statement"). During such thirty (30) day period Buyer and its representatives shall be permitted to review the working papers of Sellers relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. Sellers and Buyer acknowledge that (i) the purpose of the determination of Closing Shareholders' Equity is to adjust the Purchase Price so as to reflect any change in Shareholders' Equity from the Reference Date to the Closing Date, and judgment may (ii) such change can be entered measured only if the calculation is done using GAAP applied on a basis consistent with the Companies' accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement and the PLUSA Balance Sheet, except as provided in Section 4.1 of the Disclosure Schedule. If Buyer provides the Notice of Objection to Sellers within such thirty (30) day period, Buyer and Sellers shall, during the thirty (30) day period following Sellers' receipt of the Notice of Objection, attempt in good faith to resolve Buyer's objections. During the thirty (30) day period, Sellers and their representatives shall be permitted to review the working papers of Buyer relating to the Notice of Objection and the basis therefor. If Buyer and Sellers are unable to resolve all such objections within such thirty (30) day period, the matters remaining in dispute shall be submitted to KPMG LLP (or, if such firm declines to act, to another internationally recognized public accounting firm mutually agreed upon by Buyer and Sellers and, if Buyer and Sellers are unable to so agree within ten (10) days after the end of such determination in any court having jurisdiction over thirty (30) day period, then Buyer, on the party against which one hand, and Sellers, on the other hand, shall each select such determination is a firm and such firms shall jointly select a third internationally recognized firm to be enforcedresolve the disputed matters (such determining firm being the "Independent Expert")). The cost parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than sixty (60) days after its selection. The resolution of any arbitration (including disputed items by the Independent Expert shall be final and binding for purposes of this Agreement and shall be reflected in the Final Statement. The fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne equally by Parent Buyer, on the one hand, and Weyerhaeuser in inverse proportion as they may prevail Sellers, on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the other hand. After final determination of the Accounting Firm is rendered on the merits Closing Shareholders' Equity, Buyer shall have no further right to make any claims with respect to adjustment of the matters submitted. Other than the fees and expenses referred to Purchase Price against any Seller in respect of any element of Closing Shareholders' Equity that Buyer raised, or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Spinco gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Weyerhaeuser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being calculated in accordance with this Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.04. If a Notice of Disagreement is received by Parent Weyerhaeuser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Weyerhaeuser and Spinco on the earlier of (iA) the date Weyerhaeuser and Parent Spinco resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent Spinco shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent Spinco shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte & Touche LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent Spinco shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The Judgment may be entered upon the determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.04 shall be borne equally shared by Parent Spinco and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submittedWeyerhaeuser. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of ParentSpinco’s independent auditors shall be borne by Parent.Spinco. Table of Contents

Objections; Resolution of Disputes. The (a) Unless Seller notifies Purchaser in writing within 45 days after Purchaser’s delivery of the Closing Adjustment Statement shall become final and binding upon (such 45-day period, the parties “Objection Period”) of any dispute or objection thereto based on Seller’s good faith belief that the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement Closing Statement was not prepared in accordance with the Closing Adjustment Statement requirements of Section 2.04(a) (a “Notice of DisagreementObjection”), the Closing Statement and the calculations of Closing Working Capital, Closing Cash and Cash Equivalents, Transaction Expenses, Closing Indebtedness, Closing Tax Amount and the Purchase Price set forth therein shall be final, binding and conclusive on the Parties. Following the delivery of the Closing Statement and for purposes of Seller’s review of the Closing Statement and preparation of any Notice of Objection, Seller and its Representatives, upon reasonable advance notice, shall be permitted during normal business hours to review the books and records of Purchaser and the Company Group and shall be provided with all information and reasonable access to the Representatives of Purchaser and the Company Group, as applicable, who were involved in the preparation of the Closing Statement, including, subject to Seller’s and its applicable Representatives’ entry into a customary access letter required by such accountants, all work papers of the accountants who audited, compiled or reviewed such statement in connection with Seller’s and its Representatives’ review thereof. Any information provided to Seller and its Representatives pursuant to this Section 2.04(b)(i) shall be considered Confidential Information and subject to Parent prior to such dateSection 5.03. Any Notice of Disagreement Objection shall specify the amount in dispute for each disputed item and the basis for the objections set forth therein. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement not so disputed by Seller. (ib) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with Objection to Purchaser within the requirements Objection Period, Seller and Purchaser shall, during the 30 day period following Purchaser’s receipt of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and Objection (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting FirmResolution Period”), attempt in good faith to resolve Seller’s objections. During the Resolution Period, Purchaser and its Affiliates and their respective Representatives shall be permitted to review the working papers of Seller and, subject to Purchaser’s and its applicable Representatives’ entry into a customary access letter required by such accountants, its accountants involved with preparing the Notice of Objection and the basis therefor. All such discussions and communications between the Parties related thereto shall (unless otherwise agreed by Purchaser and Seller) for arbitration be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, and any resolution by them agreed to in writing as to any disputed amounts shall be final, binding and conclusive. The resolution of any disputed item during the Resolution Period shall be final, binding and conclusive on the Parties. If Seller and Purchaser are unable to resolve all such objections within the Resolution Period, then either Seller or Purchaser may refer all such matters that remain remaining in dispute to a nationally recognized independent valuation, accounting or specialty firm to be mutually agreed upon by Seller and were properly included Purchaser or, if Seller and Purchaser are unable to agree within five Business Days from the end of the Resolution Period, then such nationally recognized independent valuation, accounting or specialty firm jointly selected by Seller’s and Purchaser’s independent accountants within five Business Days thereafter (such agreed firm being the “Independent Expert”). Seller and Purchaser each agree to promptly sign an engagement letter among Seller, Purchaser and the Independent Expert, in commercially reasonable form, as may reasonably be required by the Independent Expert, on terms and conditions consistent with this Section 2.04. The Independent Expert shall be instructed, acting as an expert in accounting and not as an arbitrator, pursuant to such engagement letter, to resolve only those matters set forth in the Notice of DisagreementObjection remaining in dispute. The dispute resolution Seller and Purchaser each agree to furnish to the Independent Expert access to such individuals and such information, books and records as may be reasonably required by the Accounting Firm Independent Expert to make its final determination (any such information, books and records shall be an arbitration under provided to the Federal Arbitration Act other Party prior to its submission or presentation to the Independent Expert). As promptly as practicable, and relevant Laws in any event not more than 30 days following the engagement of the State Independent Expert, or such later date as Seller and Purchaser may mutually agree, Purchaser and Seller shall each submit a written presentation detailing each Party’s complete statement of New York. The Accounting Firm proposed resolution of each issue still in dispute to the Independent Expert (it being understood that the content of each such presentation shall be Deloitte LLP limited to (or an Affiliate thereofA) orwhether the Closing Statement was properly calculated in accordance with the definitions in this Agreement and the Accounting Principles, if (B) the proposed resolution of each disputed issue by such firm is unable or unwilling Party and (C) reasonable supporting detail for the foregoing). Seller and Purchaser shall also instruct the Independent Expert to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use its commercially reasonable efforts to cause the Accounting Firm to render a its reasoned written decision in writing resolving the matters submitted to the Accounting Firm within 30 days from the date that information related to the unresolved objections is presented to the Independent Expert by Seller and Purchaser. With respect to each disputed line item, such decision shall be made in strict accordance with the terms and definitions within this Agreement and the Accounting Principles and, if not in accordance with the position of receipt either Seller or Purchaser, shall not be in excess of the submissionhigher, nor less than the lower, of the amounts advocated by Purchaser in the Closing Statement or Seller in the Notice of Objection with respect to such disputed line item. Except as Seller and Purchaser may otherwise agree, all communications between Seller and Purchaser or any of their respective Representatives, on the one hand, and the Independent Expert, on the other hand, shall be in writing with copies simultaneously delivered to the non-communicating Party. None of Seller, Purchaser, nor any of their respective Affiliates shall have any ex parte communications or meetings with the Independent Expert regarding the subject matter hereof without the other Party’s prior written consent. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final final, binding and binding on the partiesconclusive on, and judgment may be entered upon such determination in any court having jurisdiction over enforceable by, the party against which such determination is to be enforcedParties (absent manifest error). The cost of any arbitration (including the All fees and expenses of the Accounting Firm Independent Expert shall be borne on a proportionate basis by Purchaser, on the one hand, and reasonable attorney fees and expenses Seller, on the other, based on the percentage which the portion of the parties) contested amount not awarded in favor of each Party bears to the amount actually contested by such Party. By way of illustration, if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and Seller’s calculations would have resulted in a $1,000,000 net payment to Seller and the Independent Expert’s final determination as adopted pursuant to this Section 5.03 2.04(b)(ii) results in an aggregate net payment of $500,000 to Seller, then Purchaser and Seller shall be borne by Parent pay 75% and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm25%, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination respectively, of the Accounting Firm is rendered on the merits of the matters submitted. Other than the such fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentexpenses.

Objections; Resolution of Disputes. The Closing Adjustment Date Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Date Statement (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Net Working Capital not being calculated in accordance with this Section 5.05 2.03, and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser Seller certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.03(e). If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Date Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) Firm for arbitration any and all matters that remain in dispute and were properly included in the Notice of DisagreementDisagreement and each party’s work papers related thereto. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act Seller and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. Neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm without the prior written consent of the other party. The determination of the Accounting Firm shall be final and binding on the parties, parties and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless Purchaser notifies Seller in writing within 45 days after Seller’s delivery of the Statement of any objection to the computation of Closing Adjustment Inventory set forth therein (the “Notice of Objection”), the Statement shall become final and binding upon at the parties on end of such 45-day period. During such 45-day period Purchaser and its representatives shall be permitted to review the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with Seller relating to the Closing Adjustment Statement (a “Notice and shall be granted reasonable access to appropriate personnel of Disagreement”) to Parent prior to Seller responsible for preparing such dateStatement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein. Any Notice of any disagreement so asserted, (ii) Objection shall include only include disagreements objections based on (A) mathematical errors in the computation of Closing Inventory or based on the Adjustment Amount (B) Closing Inventory not being having been calculated in accordance with Section 5.05 the Inventory Principles. Seller and Purchaser acknowledge that (x) the sole purpose of the determination of Closing Inventory is to adjust the Closing Date Payment so as to reflect, based solely on the operation of the Business, the amount, if any, by which the book value of the Closing Inventory as of the close of business on the Closing Date deviates from the Target Inventory and (iiiy) such amount, if any, can be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that determined only if the matters specified in calculation is done using the same Inventory Principles. (ii) If Purchaser provides the Notice of Disagreement are consistent with Objection to Seller within such 45-day period, Purchaser and Seller shall, during the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 3045-day period following Seller’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementPurchaser’s objections. At the end of During such 3045-day period, Weyerhaeuser Seller and Parent its representatives shall submit be permitted to an independent accounting firm (review the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in working papers of Purchaser relating to the Notice of Disagreement. The dispute resolution by Objection and the Accounting Firm basis therefor and shall be an arbitration under granted reasonable access to appropriate personnel of Purchaser responsible for preparing such Notice of Objection. If Purchaser and Seller are unable to resolve all such objections within such 45-day period, the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm matters remaining in dispute shall be Deloitte LLP submitted to Ernst & Young (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 45-day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm to resolve the disputed matters (such selected firm being the “Independent Expert”)). The parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause instruct the Accounting Firm Independent Expert to render a its reasoned written decision as promptly as practicable but in writing resolving the matters submitted to the Accounting Firm within 30 no event later than 60 days of receipt of the submissionafter its engagement. The determination resolution of disputed items by the Accounting Firm Independent Expert shall be final and binding on the partiesbinding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party against which such determination is to be enforcedthereover. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne equally by Parent Purchaser and Weyerhaeuser Seller. After the Statement shall have become final and binding, neither Purchaser nor Seller shall have any further right to make any claims against the other party in inverse proportion as they may prevail on matters resolved by the Accounting Firmrespect of (i) any element of Closing Inventory that Purchaser raised, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection or (ii) any payment made pursuant to Section 2.03(c).

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties Parties on the 30th thirtieth (30th) day following delivery thereof, unless Weyerhaeuser Purchaser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Seller prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 asserted and (iii) be accompanied by a certificate Purchaser’s calculation of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05Closing Working Capital. If a Notice of Disagreement is received by Parent Seller in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Parties on the earlier of (i) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-thirty- (30-) day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-thirty- (30-) day period, Weyerhaeuser if the disagreement has not been resolved, Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration determination of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration expert determination under the Federal Arbitration Act and relevant Laws of the State of New YorkDelaware. The Accounting Firm shall be Deloitte PricewaterhouseCoopers LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties Parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 thirty (30) days of receipt of the submission. The Absent fraud, bad faith or manifest error, the determination of the Accounting Firm shall be final and binding on the parties, Parties and judgment may be entered upon such determination in any court having jurisdiction over the party Party against which such determination is to be enforced. The cost of any arbitration determination (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the partiesParties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless Purchaser notifies Seller in writing within 30 days after Seller’s delivery of the Closing Adjustment Date Statement shall of any objection to the computation of the Closing Inventory set forth therein (the “Notice of Objection”), the Closing Date Statement will become final and binding upon at the parties on the 30th end of such 30-day following delivery thereof, unless Weyerhaeuser gives written notice of period. During such 30-day period Purchaser and its disagreement with representatives and their advisors will be permitted to review all materials and information used by Seller in preparing the Closing Adjustment Date Statement (a “Notice and Seller will make available such personnel as are reasonably necessary to assist Purchaser in its review of Disagreement”) to Parent prior to such datethe Closing Date Statement. Any Notice of Disagreement shall (i) Objection must specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Purchaser provides the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Seller within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Purchaser and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller will, during the 30-day period following Seller’s receipt of the delivery of a Notice of DisagreementObjection, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Purchaser’s objections. During such 30-day period, Seller and its independent auditors and other representatives and their advisors will be permitted to review the working papers of Purchaser and, if applicable, Purchaser’s representatives relating to the Notice of Objection and the basis therefor. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters specified remaining in dispute that were properly included in the Notice of Disagreement. At Objection will be submitted to PricewaterhouseCoopers LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller in writing and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30-day period, Weyerhaeuser then Purchaser and Parent shall submit Seller will each select such a firm and such firms will jointly select a third nationally recognized firm to an independent accounting resolve the disputed matters (such selected firm (being the “Accounting FirmIndependent Expert”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement)). The dispute Parties will instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 days after its selection. The resolution of disputed items by the Accounting Firm shall Independent Expert will be an arbitration under final and binding, and the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final Independent Expert will constitute an arbitral award that is final, binding and binding on the parties, non-appealable and upon which a judgment may be entered upon such determination in any by a court having jurisdiction over the party Party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney Independent Expert will be apportioned based upon the inverse proportion of the amount of the disputed items on the Closing Date Statement resolved in favor of such Party (i.e., so that the prevailing Party bears a lesser amount of such fees and expenses expenses). The fees and disbursements of Purchaser’s representatives incurred in connection with their review of the parties) Closing Date Statement and certification of any Notice of Objection will be borne by Purchaser. The Closing Date Statement, as adjusted pursuant to this Section 5.03 2.04(b), shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by deemed to be the Accounting Firm, which proportionate allocations shall also be determined by Closing Date Statement for purposes of calculating any adjustment to the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred Purchase Price pursuant to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentSection 2.04(c).