Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group prior to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of any Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (h) the fees and expenses of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees and expenses of KPMG LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6).

Allocation of Costs and Expenses. GE Subject to the allocation between the parties of certain specified costs and expenses pursuant to Schedule 6.4, Cardinal Health shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth Cardinal Health or any member of the GE Group its Subsidiaries prior to and simultaneously with the consummation of the Initial Public Offering Effective Time in connection with the Transactions, including (ai) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge LoanCardinal Health Credit Facility Amendment, each of the Genworth Credit Facilitiesfinancing transactions described in the Information Statement as occurring on or prior to the Distribution Date, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility including any financing transactions to be entered into by CareFusion or any of its Subsidiaries, any valuation of Cardinal Health and/or CareFusion and all other documentation related to the Transactions and all related transactions, (bii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (ciii) the preparation and filing of GenworthCareFusion’s and its Subsidiaries’ organizational documents, (div) the preparation, printing and filing of any Registration the Form 10 and Information Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (fv) the private letter ruling from the Internal Revenue Service IRS sought in connection with the Transactions, (gvi) the initial listing of the Genworth CareFusion Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock ExchangeNYSE, (hvii) the fees and expenses of KPMG Ernst & Young LLP incurred in connection with the IPO Registration Form 10 and the Information Statement (excluding core-audit fees and expenses of KPMG Ernst & Young LLP), and (iviii) the fees and expenses of PricewaterhouseCoopers Weil, Gotshal & Xxxxxx LLP and Wachtell, Lipton, Xxxxx & Xxxx incurred in connection with rendering the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (j) the preparation (including, but not limited to, the printing legal opinions of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of outside tax counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6Section 3.2(c).

Allocation of Costs and Expenses. GE The Company shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and bear all amounts so paid) for all out-of-pocket fees, costs and expenses that are incurred in its operation and transactions and not specifically assumed by Genworth or any member Eagle Point Credit Management LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of July 10, 2018, by and between the GE Group prior Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Costs and simultaneously with expenses to be borne by the consummation of the Initial Public Offering in connection with the TransactionsCompany include, including but shall not be limited to, those relating to: (a) the preparation Company’s organizational costs and negotiation offering costs incurred prior to the completion of its initial public offering up to a maximum of $750,000; (b) calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm or pricing service); (c) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (k) the management fee payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) the costs of holding stockholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (z) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, each Transaction Document (unless otherwise expressly provided therein)including rent, the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of any Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (h) the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees costs of compensation and related expenses of KPMG LLP)the Company’s chief compliance officer, (i) chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, the Company shall pay the fees and expenses of PricewaterhouseCoopers LLP incurred in connection associated with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15functions on a direct basis, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, without profit to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6)Administrator.

Allocation of Costs and Expenses. GE CCU shall pay (or, to the extent incurred by and paid for by any member of the Genworth Entertainment Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth Entertainment or any member of the GE CCU Group prior to and simultaneously with the consummation of the Initial Public Offering Distribution in connection with the Transactions, including (a) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of GenworthEntertainment’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of any Registration Statementthe Form 10, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (gf) the initial listing of the Genworth Entertainment Common Stock, Stock on the Series A Preferred Stock and the Genworth Equity Units on The New York Stock ExchangeNYSE, (h) the fees and expenses of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees and expenses of KPMG LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (jg) the preparation (including, but not limited to, the printing of documents) and implementation of GenworthEntertainment’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In additionplans and (h) the Series B Preferred Stock Sale, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for but excluding all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparationcommissions, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket feesdiscounts, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) Credit Facility, the Series A Preferred Stock Issuance and clause (6)the Series B Preferred Stock Issuance, which shall be the responsibility of Entertainment.

Allocation of Costs and Expenses. GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group prior to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of any Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, Exchange and (h) the fees and expenses of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees and expenses of KPMG LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the any Over-Allotment Option and (6) the FACL Bonds Bond Portfolio Reinsurance pursuant to Section 2.10(a), ) and the transfer of Active the FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6).

Allocation of Costs and Expenses. GE AFG shall pay (or, to -------------------------------- the extent incurred by and paid for by any member of the Genworth PLMI Affiliated Group, will shall promptly reimburse such party member of the PLMI Affiliated Group for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth AFG or any member of the GE PLMI Affiliated Group prior to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including but not limited to any and all fees, costs and expenses related to (a) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), Agreement and of all of the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other further documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of the Registration Statement for the Initial Public Offering and any other Registration StatementStatements relating to any of the Transactions, including all fees and expenses of complying with applicable federal, state or foreign securities Laws laws and applicable rules and regulations of domestic or foreign securities exchange rules and regulationsexchanges, including the National Association of Securities Dealers, Inc. Automated Quotations National Market System, together with fees and expenses of counsel retained to effect such compliance, (ed) the preparation, printing and distribution of each Prospectus, of the Prospectuses for the Initial Public Offering and any other Transactions and (fe) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and any other securities of AFG on any domestic or foreign securities exchange, including the Genworth Equity Units on The New York Stock ExchangeNational Association of Securities Dealers, (h) Inc. Automated Quotations National Market System; provided, however, that AFG shall have no obligation to pay -------- ------- any underwriting fees, discounts, commissions or expenses attributable to the sale of Registrable Shares, including but not limited to the fees and expenses of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees any underwriters and expenses of KPMG LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6)underwriters' counsel.

Allocation of Costs and Expenses. GE The Company shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and bear all amounts so paid) for all out-of-pocket fees, costs and expenses that are incurred in its operation and transactions and not specifically assumed by Genworth or any member Eagle Point Income Management LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of October 5, 2018, by and between the GE Group prior Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Costs and simultaneously with expenses to be borne by the consummation of the Initial Public Offering in connection with the TransactionsCompany include, including but shall not be limited to, those relating to: (a) the preparation Company’s organizational costs and negotiation offering costs incurred prior to the completion of its initial public offering up to a maximum of $750,000; (b) calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm or pricing service); (c) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other securities; (k) the management fee payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Company’s securityholders, including printing costs; (q) the costs of holding stockholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (z) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, each Transaction Document (unless otherwise expressly provided therein)including rent, the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (b) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (c) the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) the preparation, printing and filing of any Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (h) the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees costs of compensation and related expenses of KPMG LLP)the Company’s chief compliance officer, (i) chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, the Company shall pay the fees and expenses of PricewaterhouseCoopers LLP incurred in connection associated with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15functions on a direct basis, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, without profit to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6)Administrator.

Allocation of Costs and Expenses. GE The Company shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and bear all amounts so paid) for all out-of-pocket fees, costs and expenses that are incurred in its operation and transactions and not specifically assumed by Genworth or any member Panagram Structured Asset Management, LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of November 29, 2021, by and between the GE Group prior Company and the Adviser, as the same may be amended from time to time (the “Investment Advisory Agreement”). Costs and simultaneously with expenses to be borne by the consummation of the Initial Public Offering in connection with the TransactionsCompany include, including but shall not be limited to, those relating to: (a) the preparation Company’s organizational costs and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related offering costs incurred prior to the Transactions and all related transactions, completion of its initial public offering; (b) calculating the preparation Company’s net asset value (including the costs and execution or filing expenses of any independent valuation firm or pricing service); (c) interest payable on debt, if any, incurred to finance the Company’s investments; (d) fees and all expenses, including legal fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (e) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Company’s common stock and other documentssecurities; (k) the management fees and incentive fees payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities; (m) administration fees payable to the Administrator under this Agreement; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, agreementsproxy statements or other notices to the Company’s securityholders, formsincluding printing costs; (q) costs of holding meetings of the Company’s securityholders; (r) litigation, applicationsindemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) dues, contracts or consents fees and charges of any trade association of which the Company is a member; (u) direct costs and expenses of administration and operation, including printing, mailing, telecommunications and staff, including fees payable in connection with outsourced administration functions; (v) fees and expenses associated with independent audits and outside legal costs; (w) the Company’s fidelity bond; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (y) costs associated with the Transactions Company’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (z) all related transactions, (c) other expenses reasonably incurred by the preparation and filing of Genworth’s and its Subsidiaries’ organizational documents, (d) Company or the preparation, printing and filing of any Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (f) the private letter ruling from the Internal Revenue Service sought Administrator in connection with administering the TransactionsCompany’s business or incurred by the Administrator on the Company’s behalf, (g) such as the initial listing allocable portion of overhead and other expenses incurred by the Genworth Common StockAdministrator in performing its obligations under the Administration Agreement, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchangeincluding rent, (h) the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees costs of compensation and related expenses of KPMG LLP)the Company’s chief compliance officer, (i) chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, the Company shall pay the fees and expenses of PricewaterhouseCoopers LLP incurred in connection associated with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15functions on a direct basis, 2004) and (j) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, without profit to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6)Administrator.

Allocation of Costs and Expenses. GE Subject to the allocation between the parties of certain specified costs and expenses pursuant to Schedule 6.4, Cardinal Health shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth Cardinal Health or any member of the GE Group its Subsidiaries prior to and simultaneously with the consummation of the Initial Public Offering Effective Time in connection with the Transactions, including (ai) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), the Genworth Bridge LoanCardinal Health Credit Facility Amendment, each of the Genworth Credit Facilitiesfinancing transactions described in the Information Statement as occurring on or prior to the Distribution Date, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility including any financing transactions to be entered into by CareFusion or any of its Subsidiaries, any valuation of Cardinal Health and/or CareFusion and all other documentation related to the Transactions and all related transactions, (bii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, (ciii) the preparation and filing of GenworthCareFusion’s and its Subsidiaries’ organizational documents, (div) the preparation, printing and filing of any Registration the Form 10 and Information Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each Prospectus, (fv) the private letter ruling from the Internal Revenue Service IRS sought in connection with the Transactions, (gvi) the initial listing of the Genworth CareFusion Common Stock, the Series A Preferred Stock and the Genworth Equity Units on The New York Stock ExchangeNYSE, (hvii) the fees and expenses of KPMG Ernst & Young LLP incurred in connection with the IPO Registration Form 10 and the Information Statement (excluding core-audit fees and expenses of KPMG Ernst & Young LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (jviii) the preparation (including, but not limited to, including the printing of documents) and implementation of GenworthCareFusion’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay and (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1ix) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federalWeil, state or foreign securities Laws Gotshal & Xxxxxx LLP and domestic or foreign securities exchange rules and regulationsWachtell, together with fees and expenses of counsel retained to effect such complianceLipton, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be Xxxxx & Xxxx incurred in connection with rendering the foregoing clauses (1) through (4) and clause (6legal opinions of outside tax counsel contemplated by Section 3.2(c).

Allocation of Costs and Expenses. GE (a) Assurant shall pay (or, to the extent incurred by and paid for by any member of the Genworth Fortis Group, will promptly reimburse such party member of the Fortis Group for any and all amounts so paid) for all out-of-pocket fees, costs and expenses (including fees and expenses of counsel for Assurant, Fortis US and any Subsidiary of Assurant) incurred by Genworth Assurant, Fortis US or any member Subsidiary of the GE Group prior to and simultaneously with the consummation of the Initial Public Offering Assurant in connection with the TransactionsIPO and the redemption of the Capital Securities, including including, but not limited to, any and all fees, costs and expenses related to (ai) the preparation and negotiation of this Agreement, each Transaction Document (unless otherwise expressly provided therein), Agreement and of all of the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions IPO and all related transactionsthe redemption of the Capital Securities, (bii) the preparation and execution or filing of any and all other further documents, agreements, forms, applications, contracts or consents associated with the Transactions IPO and all related transactionsthe redemption of the Capital Securities, (ciii) the preparation and filing of Genworth’s and its Subsidiaries’ Assurant's organizational documents, (div) the preparation, printing and filing of the IPO Registration Statement and any Registration Statementother offering document or solicitation materials relating to the IPO, including all fees and expenses of complying with applicable federal, state or foreign securities Laws laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (ev) the preparation, printing and distribution of each Prospectusthe prospectuses for the Initial Public Offering, (fvi) the private letter ruling from redemption of any intercompany indebtedness between Assurant and the Internal Revenue Service sought in connection with the TransactionsFortis Group, (gvii) change of company names, commercial or trade names, domain names and product names and assignment of the rights in any trademarks and such names (viii) the initial listing of the Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units any other securities of Assurant on The New York Stock Exchange, (h) the fees and expenses of KPMG LLP incurred in connection with the IPO Registration Statement (excluding core-audit fees and expenses of KPMG LLP), (i) the fees and expenses of PricewaterhouseCoopers LLP incurred in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) any domestic or foreign securities exchange and (jix) the preparation (including, but not limited to, the printing of documents) and implementation of Genworth’s or its Subsidiaries’ related to implementing Assurant's employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation plans as a result of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6)Offering.