Common use of Objection Clause in Contracts

Objection. If the parties resolve all or some of the matters in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters"), the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the parties. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If the parties resolve all or some Within 30 days of receipt of the matters in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted Draft Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters")Date Statement, the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after Vendors’ Representative may notify the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller Purchaser in writing and shall within ten (10) days after such notice submit a written statement of its position any objections it may have to the Accounting Firm Draft Closing Date Statement and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within and/or Net Debt set forth therein (an “Objection Notice”), which Objection Notice will set forth the Unresolved Mattersamount in dispute and a description of the nature and basis for each of the disagreements. If an Objection Notice is not so delivered to the Purchaser, the Draft Closing Working Capital Date Statement accurately reflects, in accordance with shall become the GenCorp Accounting Principles used to prepare “Closing Date Statement” for the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except purposes hereof and the Working Capital Items included within and the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm Net Debt set forth in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall Draft Closing Date Statement will be final conclusive and binding on the partiesParties. If an Objection Notice is so delivered to the Purchaser, then the Vendors’ Representative and the Purchaser will forthwith, and in any event within 15 days, negotiate in good faith to resolve any such objections. In the event that the Vendors’ Representative and the Purchaser are unable to resolve all such objections within 15 days after the Purchaser’s receipt of such Objection Notice, the Vendors’ Representative and the Purchaser will submit such remaining disagreements to PKF International Limited or BDO UK LLP, in England, or such other mutually agreeable English nationally-recognized firm of independent chartered accountants (the “Independent Accountant”) whose determination of the dispute will be made within 15 days of the date of such submission. If the Vendors’ Representative and the Purchaser cannot agree on the selection of a nationally-recognized firm of independent chartered accountants to act as Independent Accountant, either of them may apply to a court of competent jurisdiction to appoint such an Independent Accountant, and such appointment will be conclusive and binding on the Parties. The Independent Accountant’s determination of Working Capital and Net Debt will be conclusive and binding on the Parties, absent manifest error, and will become the “Closing Date Statement” for purposes hereof. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters Review Period, Seller may object in writing to the calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, by delivering to Purchasers a written statement setting forth Seller’s objections in reasonable detail, indicating the nature and amount of any dispute as to Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement, and the basis with reasonable support for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections prior to the expiration of the Review Period, then the Final Closing Statement will be deemed to have been accepted by Seller. If Seller delivers a Statement of Objections on or prior to the last day of the Review Period, then Seller and Purchasers shall negotiate in good faith to resolve any differences that they may have with respect to the computation of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified in the Final Closing Statement within such fifteen (15) day period then days after the parties shall prepare and sign an Adjusted Closing Working Capital receipt by Purchasers of the Statement reflecting such agreement which of Objections (the “Resolution Period”). Seller shall be deemed final to have agreed with all items and bindingamounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Statement of Objections, and such items and amounts shall not be subject to review in accordance with Section 1.04(b)(iv). As to matters which remain Any Statement of Objections may reference only disagreements based on mathematical errors or based on amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in dispute after such fifteen (15) day period ("Unresolved Matters")accordance with this Section 1.04, the definitions of Closing Net Working Capital Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses and, with respect to Closing Net Working Capital, Closing Indebtedness and Closing Cash only, the Applicable Accounting Principles. If such objections are resolved within the Resolution Period, the Final Closing Statement shall be deemed final unless Buyer shall within ten (10) days after the end of updated with such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm changes as have been agreed to Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between by Seller and Buyer within the range of such difference Purchasers, and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall will be final and binding on the partiesParties and shall not be subject to appeal or further review. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters in dispute within such fifteen (15) day period then Review Period, Seller may object to the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (any such agreement which shall disagreement to be deemed final limited to whether the calculation of Net Working Capital included in the Closing Working Capital Statement is mathematically correct and/or has been prepared in accordance with this Section 2.06 and bindingthe definition of Net Working Capital (and any definition(s) included in such definition) (the “Statement of Objections”). As If Seller fails to matters which remain deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in dispute after such fifteen (15) day period ("Unresolved Matters"), the Closing Working Capital Statement shall be deemed final unless to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within ten thirty (1030) days after the end delivery of such fifteen the Statement of Objections (15) day period request that the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller with such changes as may have been previously agreed in writing by Buyer and Seller, shall within ten (10) days after such notice submit a written statement of its position be final and binding. During the Resolution Period, Buyer and Buyer’s Representatives shall have reasonable access to the Accounting Firm relevant books and to records of Seller. , the personnel of, and work papers prepared by, Seller may within ten (10) days of the Buyer submitting its written statement and/or Seller’s accountants to the Accounting Firm respond extent that they relate to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited and to determining whether, as such historical financial information (to the Working Capital Items included within the Unresolved Matters, extent in Seller’s possession) relating to the Closing Working Capital Statement accurately reflectsas Buyer may reasonably request for the purpose of reviewing the Statement of Objections; provided, however, that such access shall be during normal business hours and in accordance a manner that does not interfere with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount normal business operations of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesSeller. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objection shall (i) specify in dispute within reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Indebtedness” and shall be final and binding. As If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to matters which remain in dispute after resolve such fifteen objections within thirty (15) day period ("Unresolved Matters"), the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (1030) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days delivery of the Buyer submitting its written statement to Statement of Objections (the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of “Resolution Period”), and, if the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included same are so resolved within the Unresolved MattersResolution Period, the Closing Date Statement and the Actual Working Capital Statement accurately reflectsand Actual Indebtedness with such changes as may have been previously agreed in writing by Buyer and Seller, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller deemed the “Final Working Capital” and Buyer within the range of such difference “Final Indebtedness” and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesbinding. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If the parties resolve all or some After receipt of the matters in dispute within such fifteen Final Working Capital Statement, Seller shall have 30 days (15the “Review Period”) day period then to review the parties Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall prepare have reasonable access to the relevant books and sign an Adjusted Closing records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement reflecting and to such agreement which historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be deemed final in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and bindingthe basis for Seller’s disagreement therewith (the “Statement of Objections”). As If Seller fails to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters")deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed to have been accepted by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. If Seller may within ten (10) days delivers the Statement of Objections before the expiration of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whetherReview Period, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear negotiate in good faith to resolve such objections within 30 days after the fees and expenses delivery of review by the Accounting Firm Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same proportion are so resolved within the Resolution Period, the Closing Adjustment and the Final Working Capital Statement with such changes as the ratio of each parties' position is to the final determination may have been previously agreed in writing by the Accounting Firm▇▇▇▇▇ and Seller, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesbinding. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If (a) On or before the parties resolve all or some last day of the matters Teck Review Period, Teck US may object to the PolyMet Closing Permitted Expenses Statement by delivering to JVCo a written statement setting out Teck US's objections in dispute within such fifteen reasonable detail, indicating each disputed item or amount and the basis for Teck US's disagreement therewith (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital a "Teck Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen (15) day period ("Unresolved Mattersof Objections"). If Teck US fails to deliver a Teck Statement of Objections before the expiration of the Teck Review Period, the PolyMet Closing Working Capital Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the PolyMet Closing Permitted Expenses Statement shall be deemed final unless Buyer to have been accepted by Teck US. If Teck US delivers the Teck Statement of Objections before the expiration of the Teck Review Period, Teck US and JVCo shall negotiate to resolve such objections within ten (10) 30 days after the end delivery of the Teck Statement of Objections (the "Teck Resolution Period"), and, if the same are so resolved within the Teck Resolution Period, the Post-Closing Permitted Expenses Adjustment and the PolyMet Closing Permitted Expenses Statement with such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller changes as may have been previously agreed in writing by Teck US and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whetherJVCo, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesbinding. (fb) The Accounting Firm On or before the last day of the PolyMet Review Period, JVCo may object to the Teck Closing Permitted Expenses Statement by delivering to Teck US a written statement setting out JVCo's objections in reasonable detail, indicating each disputed item or amount and the basis for JVCo's disagreement therewith (a "PolyMet Statement of Objections"). If JVCo fails to deliver a PolyMet Statement of Objections before the expiration of the PolyMet Review Period, the Teck Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Teck Closing Permitted Expenses Statement shall prepare a report be deemed to have been accepted by JVCo. If JVCo delivers the PolyMet Statement of any adjustments Objections before the expiration of the PolyMet Review Period, JVCo and Teck US shall negotiate to suchresolve such objections within 30 days after the delivery of the PolyMet Statement of Objections (the "PolyMet Resolution Period"), and, if the same are so resolved within the PolyMet Resolution Period, the Post-Closing Permitted Expenses Adjustment and the Teck Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by JVCo and Teck US, shall be final and binding.

Objection. If Buyer's statement of the parties Net Current Assets and the Capped Liabilities as of Closing shall be deemed accepted by Sellers and binding unless at least one of the Sellers sends Buyer a written objection thereto within fifteen (15) days following Sellers' receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve all or some such objection within fifteen (15) days after Buyer is notified of Sellers' objection then, within five (5) business days after such failure to resolve the matters in dispute, the matters in dispute within such fifteen shall be submitted for final and binding determination to independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (15) day period then the parties "Accountants"). The Accountants shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen their resolution statement within forty-five (15) day period ("Unresolved Matters"), the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (1045) days of appointment. In the event that the parties are required to agree on the identity of the Accountants but are unable to do so, then the firm to be used shall be selected by lot from among the "Big 4" accounting firms, other than those firms which have had any relationship with Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statementor Sellers. The Accounting Firm shall consider both written statements Net Current Assets and/or Capped Liabilities as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whetherproposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, resolution of any timely objections made thereto by Seller in accordance with this paragraph, shall constitute the GenCorp Accounting Principles used to prepare "Final Net Current Assets" and/or the August Working Capital Statement"Final Capped Liability Amount", the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Mattersas applicable, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather and shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of binding on the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firmhereto. Buyer and Seller Sellers shall bear each pay their own expenses of preparing and analyzing the Final Net Current Assets, Final Capped Liability Amount and resolving objections thereto. The fees and expenses of review the Accountants used to resolve objections will be borne equally by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting FirmBuyer, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesone hand, and Sellers, on the other hand. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters Review Period, Seller Representative may object to the Closing Statement by delivering to Buyer a written statement setting forth Seller Representative’s objections in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted reasonable detail, indicating each disputed item or amount of Closing Working Capital Capital, Closing PP&E Amount, Closing Cash, Closing Indebtedness and Closing Transaction Expenses and in reasonable detail the basis for Seller Representative’s disagreement therewith and calculation thereof (the “Statement reflecting such agreement which shall be deemed final and bindingof Objections”). As If Seller Representative fails to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters")deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed final unless to have been accepted by Seller Representative on behalf of Sellers. In addition, any item or amount of Closing Working Capital, Closing PP&E Amount, Closing Cash, Closing Indebtedness and Closing Transaction Expenses to which no dispute is raised in the Statement of Objections will be final, conclusive and binding on the parties as of the expiration of the Review Period. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within ten thirty (1030) days after the end delivery of such fifteen the Statement of Objections (15) day period request that the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller with such changes as may have been previously agreed in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. by Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting FirmRepresentative, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesbinding. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If the parties resolve all or some Purchaser shall have until seven (7) days after receipt of the Title Documents (the “Title Objection Deadline”) to notify Title Company and Seller in writing (“Title Defect Notice”) of any defect in the title of the Property or any other matter deemed unacceptable to Purchaser disclosed by the Title Commitment or the Title Documents (“Title Defect”). If Purchaser has not provided the Title Defect Notice to the Title Company and Seller on or before the Title Objection Deadline, the matters identified in dispute within such fifteen (15) day period then Schedule B of the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which Title Commitment shall be deemed final and bindingto be “Permitted Exceptions”, but Seller shall remain responsible for satisfying any Requirements necessary to issue the basic coverage Title Policy. As Seller may notify Purchaser in writing of Seller’s election to matters which remain cure the Title Defect(s) noted in dispute the Title Defect Notice (“Seller Title Response Notice”) on or before two (2) business days after such fifteen receipt of the Title Defect Notice (15) day period ("Unresolved Matters"“Seller Title Response Date”). If Seller fails to provide to Purchaser the Seller Title Response Notice on or before the Seller Title Response Date, the Closing Working Capital Statement Seller shall be deemed final unless Buyer shall to have elected not to cure the Title Defect(s). Purchaser may, by written notice to Seller (“Purchaser Title Response Notice”) within ten two (102) business days after receipt of the end Seller Title Response Notice, or the Seller Title Response Date, whichever is earlier (“Purchase Title Response Date”) (a) elect to waive such Title Defects and proceed to close; or (b) terminate this Agreement, in which case this Agreement shall terminate, the Initial Deposit, other than the Non-Refundable Deposit, shall be returned to Purchaser, and the Title Company shall immediately release the Non-Refundable Deposit to Seller without additional instruction or action by Seller or Purchaser; provided, however, if Purchaser terminates this Agreement pursuant to the terms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall have no claim thereto or right therein. If Purchaser fails to deliver the Purchaser Title Response Notice on or before the Purchaser Title Response Date, Purchaser shall be deemed to have elected to waive the Title Defects and proceed to close. The term “Permitted Exceptions” as used in this Agreement shall be deemed to mean (i) rights of such fifteen tenants (15as tenants only) day period request that under all Leases in effect as of the Closing Working Capital Statement be reviewed Date; (ii) liens or encumbrances arising out of any activity of Purchaser with respect to the Real Property; (iii) any matters shown in the Title Commitment to which Purchaser does not object, or for which Purchaser waives its objections; and (iv) Survey Defects to which Purchaser does not object, or for which Purchaser waives its objections. Notwithstanding anything to the contrary contained in this Agreement, except to the extent caused by Purchaser, Seller shall have an affirmative obligation to remove from title on or before Closing (i) any and all monetary liens and encumbrances incurred by, through or under Seller; (ii) any other exception to title created by, through or under Seller after the Accounting Firm. Effective Date of this Agreement and to which Purchaser has not consented in writing, and (eiii) Buyer shall give notice of its request for review by the Accounting Firm any Title Defect that Seller has specifically agreed to Seller cure in writing and shall within ten (10) days after such notice submit a written statement any Requirement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer Title Commitment, and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesno event will such liens or encumbrances constitute Permitted Exceptions. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If the parties resolve all Seller disagrees with Buyer’s (i) calculation of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant Working Capital Surplus, if any, (D) Actual Relevant Working Capital Deficit, if any, (E) Cash Equivalents, (F) Transaction Expenses or some (G) Actual CAPEX Deficit or (ii) calculation of the matters in dispute within such fifteen (15) day period then Closing Purchase Price determined using the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters")foregoing calculations, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the 60th day following its receipt of the Final Closing Working Capital Statement shall be deemed final unless Buyer shall within ten and Final Closing Balance Sheet (10the “Adjustment Objection Period”). For the avoidance of doubt, (x) days the Seller may not amend, supplement or modify the Objection Notice after the end of such fifteen the Adjustment Objection Period, and (15y) day period request that to the Closing Working Capital Statement be reviewed extent (1) any disagreement by the Accounting Firm. Seller is not described in the Objection Notice received by Buyer, (e2) Buyer shall give notice of its request for review no Objection Notice is timely delivered by the Accounting Seller to Buyer or (3) the Seller provides written notice to Buyer at any time during the Adjustment Objection Period that it agrees with the calculations in the Final Closing Statement, then all matters described in the Final Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appeal. If the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2, Buyer and the Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith during the 20 Business Days after the receipt by Buyer of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree (the “Adjustment Resolution Period”). Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which case the Second Firm shall be deemed to be the Firm for purposes of this Agreement. In connection with engaging the Firm, each party agrees, if requested by the Firm, to work with the Firm to Seller in writing negotiate and shall within ten (10) days after such notice submit a written statement of its position execute an engagement letter on terms reasonably satisfactory to the Accounting Firm Seller and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflectsBuyer, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statementguidelines and procedures set forth on Exhibit F. The Buyer, the book value or book amount Seller and their respective Representatives will cooperate with the Firm during its resolution of such Working Capital Itemsany disagreements included in the Objection Notice and not otherwise resolved during the Adjustment Resolution Period. The Accounting Unless otherwise agreed by the parties in writing, the Firm shall not have make its determination in accordance with the authority to review or make a guidelines and procedures set forth in this Agreement and on Exhibit F; provided that any delay in delivering such determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit invalidate the award or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within otherwise deprive the range Firm of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesjurisdiction. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters Review Period, Seller and Warrant Holder Representative may object to the Final Closing Date Statement by delivering to Buyer a written statement setting forth Seller’s and Warrant Holder Representative’s objections in dispute within such fifteen reasonable detail, indicating each disputed item or amount and the basis for and Seller’s and Warrant Holder Representative’s disagreement therewith (15) day period then the parties shall prepare “Statement of Objections”). If Seller and sign an Adjusted Warrant Holder Representative fail to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Date Statement reflecting such agreement which and the calculations contained therein shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. As to matters which remain In addition, all items not expressly disputed in dispute after such fifteen (15) day period ("Unresolved Matters"), the Closing Working Capital a timely Statement of Objections shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final unless Buyer and binding. If Seller and Warrant Holder Representative deliver the Statement of Objections before the expiration of the Review Period, Buyer, on the one hand, and Seller and Warrant Holder Representative, on the other hand, shall negotiate in good faith to resolve such objections within ten thirty (1030) days after the end delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Final Closing Date Statement and the calculations contained therein, in each case with such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller changes as may have been previously agreed in writing by Buyer, on the one hand, and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of Warrant Holder Representative, on the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firmhand, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesand shall not be subject to judicial review. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If In reviewing the parties resolve all Post Closing Statement, the Sellers’ Representative shall have the right to discuss such matters with Parent and to review the work papers, schedules, memoranda, and other documents Parent prepared or some caused to be prepared, or reviewed in determining each of the matters in dispute within such fifteen (15) day period then items set forth on the parties shall prepare and sign an Adjusted Post Closing Working Capital Statement reflecting such agreement which shall be deemed final and bindingStatement. As Unless the Sellers’ Representative delivers to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters")Parent, the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after Business Days of receipt of the end of such fifteen Post Closing Statement, written notice (15an “Objection Notice”) day describing its exceptions to the Post Closing Statement, the Post Closing Statement will be conclusive and binding on the Parties (the “Definitive Post Closing Statement”). If the Sellers’ Representative submits an Objection Notice within the period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. set forth herein, then (ei) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days Business Days after receipt of the Objection Notice, Parent and the Sellers’ Representative shall use their Commercially Reasonable Best Efforts to agree on the Definitive Post Closing Statement, and (ii) lacking such notice submit agreement, the Post Closing Statement will be referred to Deloitte & Touche, LLP (the “Independent Accountants”), to resolve the issues in dispute. The Independent Accountants’ services and authority to make a written statement of its position determination shall be limited in scope to the Accounting Firm disputed issues and the amounts identified in the Objection Notice. The Independent Accountants shall apply the provisions of this Section 2.5 to Sellerthe disputed issues, and shall have no authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. Seller may The Parties shall instruct the Independent Accountants to render its decision within ten thirty (1030) days of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whetherengagement, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose which determination shall be final set forth in a written statement delivered to Parent and the Sellers’ Representative and shall be conclusive and binding upon the parties for all purposes under this Agreement. The Independent Accountants shall allocate its costs and expenses between Parent and the Sellers based upon the percentage of the disputed amounts submitted to the Independent Accountants that is ultimately awarded to the Sellers, on the partiesone hand, or Parent, on the other hand, such that the Sellers shall bear a percentage of such costs and expenses equal to the percentage of the disputed amount awarded to Parent (with any costs and expenses payable by the Sellers to be retained by Parent from the Holdback Amount) and Parent shall bear a percentage of such costs and expenses equal to the percentage of the disputed amount awarded to the Sellers. The determination of the Independent Accountants shall be final, binding and conclusive for all purposes hereunder. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall (i) specify in dispute within reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. As If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to matters which remain in dispute after resolve such fifteen objections within thirty (15) day period ("Unresolved Matters"), the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (1030) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. Seller may within ten (10) days delivery of the Buyer submitting its written statement to Statement of Objections (the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of “Resolution Period”), and, if the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included same are so resolved within the Unresolved MattersResolution Period, the Closing Date Statement and the Actual Working Capital Statement accurately reflectsand Actual Assumed Indebtedness with such changes as may have been previously agreed in writing by Buyer and Seller, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller deemed the “Final Working Capital” and Buyer within the range of such difference “Final Assumed Indebtedness” and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesbinding. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. Parent shall (and shall cause the Surviving Corporation to), upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the parties resolve all or some Sellers Representative (on behalf of the matters Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in dispute within such fifteen (15) day period then the parties shall prepare and sign an Actual 2017 Earnout Statement or the Actual 2018 Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain EBITDA as set forth in dispute after such fifteen (15) day period ("Unresolved Matters")the Actual 2018 Earnout Statement, as applicable, the Closing Working Capital Statement shall be deemed final unless Buyer shall Sellers Representative shall, within ten (10) days Business Days after the end Sellers Representative’s receipt of such fifteen Earnout Statement, notify Parent in writing of such disagreement by setting forth (15in reasonable detail) day period request the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the Closing Working Capital Statement be reviewed by calculation of the Accounting Firm. Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (ei) Buyer shall give notice of its request for review by was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Accounting Firm Sellers Representative fails to Seller in writing and shall deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes of this Agreement and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such notice Earnout Objection Notice, Parent and the Sellers Representative shall submit a written statement of its position such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to Sellerthe adjustments pursuant to this SECTION 2.7. Seller may Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within ten sixty (1060) days after the submission of the Buyer submitting its written statement such disagreements to the Accounting Firm respond to such written statement with its own written statementFirm. The Accounting Firm shall consider both written statements only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as it performs its dutiesapplicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any 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. The authority Accounting Firm’s determination of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to conclusive and binding upon the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm Parties and shall not be retained subject to conduct its own independent audit appeal or review, but rather further review (absent manifest error or fraud) and the amounts determined shall be retained only deemed to resolve specific differences between Seller be the Final 2017 Adjusted EBITDA and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting FirmFinal 2018 Adjusted EBITDA, as determined by the Accounting Firm, whose determination shall be final and binding on the partiesapplicable. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. If On or prior to the parties resolve all or some last day of the matters in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As Review Period, Seller Stockholder Representative may object to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters"), the Closing Statement and the calculations of any of (A) Closing Net Working Capital Statement shall be deemed final unless Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer shall within ten (10) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith, including documentation supporting such objections (the “Statement of its position to Objections”). If Seller Stockholder Representative does not deliver a Statement of Objections before the Accounting Firm and to Seller. Seller may within ten (10) days expiration of the Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination Review Period with respect to any matter except of the calculation, then the Closing Statement and the calculation of (A) Closing Net Working Capital Items included within Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Unresolved Matters, it being understood that the Accounting Firm shall not be retained Tax Liability Amount set forth therein are deemed to conduct its own independent audit or review, but rather have been accepted by Seller Stockholder Representative and shall be retained only to resolve specific differences between final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller and Buyer within Stockholder Representative delivers a Statement of Objections before the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each expiration of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Review Period, Buyer and Seller Stockholder Representative shall bear negotiate in good faith to resolve the fees objections made therein within 30 days (or such other time as Seller Stockholder Representative and expenses Buyer agree in writing) after the delivery of review the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Accounting Firm in Federal Rules of Evidence and any applicable similar law. If the same proportion as are so resolved within the ratio of each parties' position is to the final determination by the Accounting FirmResolution Period, as determined by the Accounting Firm, whose determination then such resolution shall be evidenced in writing and be final and binding on the partiesbinding. (f) The Accounting Firm shall prepare a report of any adjustments to such