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 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 The Fund 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, other costs and expenses incurred of its operations and transactions and not specifically assumed by Genworth the Adviser pursuant to that certain Investment Advisory Agreement, dated as of October 6, 2023, by and between the Fund and the Adviser, as the same may be amended or any member of restated from time to time (the GE Group prior to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions“Investment Advisory Agreement”), including including, without limitation, those relating to: (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, Fund’s organizational expenses; (b) calculating the preparation Fund’s net asset value (including the costs and execution or filing expenses of any and all other documents, agreements, forms, applications, contracts or consents associated with the Transactions and all related transactions, independent valuation firm); (c) the preparation debt service and filing other costs of Genworth’s and its Subsidiaries’ organizational documents, borrowings or other financing arrangements; (d) dividends on preferred stock, if any, and any expenses relating to the preparation, printing and filing offering of any Registration Statementpreferred stock; (e) fees and expenses, including all legal, consulting or other third-party professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments and, if necessary, enforcing the Fund’s rights; (f) amounts payable to third parties relating to, or associated with, evaluating, monitoring, making and disposing of complying with investments; (g) brokerage fees and commissions; (h) federal and state registration fees and any applicable exchange listing fees; (i) 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 local taxes; (j) costs of offerings or repurchases of the preparation Shares and other securities (including, but not limited to, the printing of documents) preferred stock and implementation of Genworth’s or its Subsidiaries’ employee benefit plansindebtedness), retirement plans and equity-based plans. In addition, GE shall pay (or, including costs related to the extent incurred by use of one or more dealer managers and/or underwriters; (k) the base management fee and paid for by any member incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Genworth GroupFund’s shareholders, will promptly reimburse such party for including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing, distribution, training, and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and all amounts so paidcharges of any trade association of which the Fund is a member; (v) for all out-of-pocket fees, direct costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering administration and operation, including printing, mailing, long distance telephone and staff, including fees payable in connection with outsourced administration functions; (1w) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’s business, such as the allocable portion of complying with applicable federaloverhead and other expenses incurred by the Adviser on behalf of the Fund and allocable to the Fund under the Investment Advisory Agreement or incurred by the Administrator in performing its obligations under this Agreement, state or foreign securities Laws and domestic or foreign securities exchange rules and regulationsincluding rent, together with the fees and expenses of counsel retained to effect such complianceassociated with performing compliance functions, (2) and the preparation, printing and distribution Fund’s allocable portion of the Prospectus included in the Debt Registration Statement, (3) the consummation costs of compensation and related expenses of the Genworth Credit FacilitiesFund’s chief compliance officer, chief financial officer, chief operating officer and their respective support staff. To the extent the Administrator outsources any of its functions, including to any sub-administrator, the Genworth Senior Notes and Fund shall pay the $1.0 billion Genworth commercial paper facilityfees associated with such functions on a direct basis, (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 without profit 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 Sound Point Meridian Management Company, LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of May 9, 2024, 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 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 Company’s 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, agreementsas applicable; (k) the management fees and incentive fees payable under the Investment Advisory Agreement; (l) distributions on the Company’s common stock and other securities, formsas applicable; (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, applicationsproxy statements or other notices to the Company’s securityholders, contracts including printing costs; (q) costs of holding meetings of the Company’s securityholders; (r) litigation, indemnification and other non-recurring or consents 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, 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 the Genworth Common Stock, the Series A Preferred Stock overhead 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 other expenses incurred through July 15by the Administrator in performing its obligations under the Administration Agreement, 2004) and (j) the preparation (including, but not limited to, rent, 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 associated with performing compliance functions, and the Company’s allocable portion of complying with applicable federal, state or foreign securities Laws the costs of compensation and domestic or foreign securities exchange rules and regulations, together with fees and related expenses of counsel retained to effect such compliancethe Company’s chief compliance officer, (2) chief financial officer, chief operating officer and their respective support staff. To the preparation, printing and distribution extent the Administrator outsources any of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilitiesits functions, the Genworth Senior Notes and Company shall pay the $1.0 billion Genworth commercial paper facilityfees associated with such functions on a direct basis, (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 without profit 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 shall pay (or, to the extent incurred by and paid for by any member In full consideration of the Genworth Groupprovision of the services of the Administrator, will promptly the Corporation shall reimburse such party the Administrator for any and all amounts so paid) for all out-of-pocket fees, the costs and expenses incurred by Genworth or any member of the GE Group prior Administrator in performing its obligations and providing personnel and facilities hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the Corporation?s investment adviser (the Adviser), pursuant to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this that certain Investment Advisory Agreement, each Transaction Document (unless otherwise expressly provided therein)dated as of June 26, 2008 by and between the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes Corporation 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 Adviser. Costs 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) be borne by 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 (includingCorporation include, but are not limited to, those relating to: organization and offering; calculating the printing Corporation?s net asset value (including the cost and expenses 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 any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and paid legal counsel), in monitoring financial and legal affairs for by any member the Corporation and in monitoring the Corporation?s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation?s investments; offerings of the Genworth Group, will promptly reimburse such party for any Corporation?s common stock and all amounts so paid) for all out-of-pocket other securities; investment advisory fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation?s shares on any securities exchange; federal, state and local taxes; independent directors? fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation?s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by Genworth the Corporation or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering Administrator in connection with (1) administering the preparationCorporation?s business, printing and filing including payments under this Agreement based upon the Corporation?s allocable portion of the Debt Registration StatementAdministrator?s overhead in performing its obligations under this Agreement, including all fees rent, and the allocable portion of the salaries and benefits expenses of complying with applicable federalthe Corporation?s chief compliance officer, state or foreign securities Laws chief financial officer and domestic or foreign securities exchange rules controller and regulationstheir respective staffs, together with fees and expenses of counsel retained to effect such compliance, (2) if provided by 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 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 shall pay (or, to the extent incurred by and paid for by any member In full consideration of the Genworth Groupprovision of the services of the Administrator, will promptly the Corporation shall reimburse such party the Administrator for any and all amounts so paid) for all out-of-pocket fees, the costs and expenses incurred by Genworth or the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any member of additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the GE Group prior Adviser, pursuant to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this that certain Investment Advisory Agreement, each Transaction Document (unless otherwise expressly provided therein)dated as of April , 2006 by and between the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes Corporation 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 Adviser. Costs 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) be borne by 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 (includingCorporation include, but are not limited to, those relating to: organization and offering; calculating the printing Corporation’s net asset value; effecting sales and repurchases of documents) shares of the Corporation’s common stock and implementation other securities; investment advisory fees; fees payable to third parties relating to, or associated with, making investments (in each case subject to approval of Genworththe Corporation’s or its Subsidiaries’ employee benefit plansBoard of Directors); transfer agent and custodial fees; costs and expenses relating to marketing and advertising the Corporation, retirement plans including without limitation sponsorship of industry events, attendance at industry conferences and equity-based plans. In addition, GE shall pay travel and entertainment costs associated with meeting relevant investors and prospective portfolio companies (or, to the extent incurred not reimbursed by such companies); the salary, bonus and paid for by benefits payable to the Corporation’s Chief Financial Officer, Chief Compliance Officer, Controller and administrative support staff; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any member securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of the Genworth Groupproxy statements, will promptly reimburse stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such party for any as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; and all amounts so paid) for all out-of-pocket fees, costs and other expenses incurred by Genworth the Corporation or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering Administrator in connection with (1) administering the preparationCorporation’s business, printing and filing including payments under this Agreement, based upon the Corporation’s allocable portion of the Debt Registration StatementAdministrator’s overhead in performing its obligations under this Agreement, 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)rent.

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 shall pay (or, to the extent incurred by and paid for by any member In full consideration of the Genworth Groupprovision of the services of the Administrator, will promptly the Corporation shall reimburse such party the Administrator for any and all amounts so paid) for all out-of-pocket fees, the costs and expenses incurred by Genworth or the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any member of additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the GE Group prior Corporation’s investment adviser (the “Adviser”), pursuant to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this that certain Investment Advisory Agreement, each Transaction Document (unless otherwise expressly provided therein)dated as of September 9, 2010 by and between the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes Corporation 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 Adviser. Costs 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) be borne by 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 (includingCorporation include, but are not limited to, those relating to: organization and offering; calculating the printing Corporation’s net asset value; effecting sales and repurchases 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 shares of the Genworth Group, will promptly reimburse such party for any Corporation’s common stock and other securities; investment advisory fees; fees and all amounts so paidother expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all out-of-pocket fees, costs and other expenses incurred by Genworth the Corporation or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering Administrator in connection with (1) administering the preparationCorporation’s business, printing including payments under this Agreement between the Corporation and filing the Administrator based upon the Corporation’s allocable portion of the Debt Registration StatementAdministrator’s overhead in performing its obligations under this Agreement, 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)rent.

Allocation of Costs and Expenses. GE shall pay (or, to the extent incurred by and paid for by any member In full consideration of the Genworth Groupprovision of the services of the Administrator, will promptly the Corporation shall reimburse such party the Administrator for any and all amounts so paid) for all out-of-pocket fees, the costs and expenses incurred by Genworth or the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any member of additional compensation hereunder. The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the GE Group prior Corporation’s investment adviser (the “Adviser”), pursuant to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions, including (a) the preparation and negotiation of this that certain Investment Advisory Agreement, each Transaction Document (unless otherwise expressly provided therein)dated as of February 14, 2023 by and between the Genworth Bridge Loan, the Genworth Credit Facilities, the Genworth Senior Notes Corporation 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 Adviser. Costs 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) be borne by 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 (includingCorporation include, but are not limited to, those relating to: organization and offering; calculating the printing Corporation’s net asset value; effecting sales and repurchases 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 shares of the Genworth Group, will promptly reimburse such party for any Corporation’s common stock and other securities; investment advisory fees; fees and all amounts so paidother expenses payable to third parties relating to, or associated with (i) making and/or investigating possible investments and (ii) monitoring and/or protecting the Corporation’s interests in existing investments; brokerage fees and commissions; transfer agent, custodial fees and escrow services; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs such as printing, mailing, long distance telephone, staff, independent auditors and outside legal costs; travel-related and other expenses for executive and administrative staff in connection with activities for the benefit of the Corporation; expenses for branding, marketing and advertising the Corporation; office equipment and supplies and all out-of-pocket fees, costs and other expenses incurred by Genworth the Corporation or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering Administrator in connection with (1) administering the preparationCorporation’s business, printing including payments under this Agreement between the Corporation and filing the Administrator based upon the Corporation’s allocable portion of the Debt Registration StatementAdministrator’s overhead in performing its obligations under this Agreement, 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)rent.

Allocation of Costs and Expenses. GE The Fund 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, other costs and expenses incurred of its operations and transactions and not specifically assumed by Genworth the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [____], [____], by and between the Fund and the Adviser, as the same may be amended or any member of restated from time to time (the GE Group prior to and simultaneously with the consummation of the Initial Public Offering in connection with the Transactions“Investment Advisory Agreement”), including including, without limitation, those relating to: (a) the preparation Fund’s organizational expenses; (b) calculating the Fund’s net asset value (including the costs and negotiation expenses of any independent valuation firm); (c) debt service and other costs of borrowings or other financing arrangements; (d) fees and expenses, including legal, consulting or other professional fees and expenses and travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective investments, monitoring the Fund’s investments and, if necessary, enforcing the Fund’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) any applicable exchange listing fees; (i) federal, state and local taxes; (j) costs of offerings or repurchases of the Shares and other securities, including costs related to the use of one or more dealer managers and/or underwriters; (k) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (l) distributions on the Shares or other securities; (m) administration fees payable to the Administrator under this Agreement; (n) any fees and expenses relating to transfer agent, custodial, and escrow agent services; (o) independent trustee fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Fund’s shareholders, including printing costs; (q) the costs of holding shareholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing and investor relations efforts; (t) any applicable distribution and/or shareholder servicing fees; (u) dues, fees and charges of any trade association of which the Fund is a member; (v) 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; (w) fees and expenses associated with independent audits and outside legal costs; (x) the Fund’s fidelity bond; (y) trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (z) costs associated with the Fund’s reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; and (aa) all other expenses reasonably incurred by the Fund or the Administrator in connection with administering the Fund’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 Fund’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 Fund’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, including to any sub-administrator, the Fund 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 the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [·], 2014, by and between the Company and the Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but shall not be limited to, those relating to: (a) calculating the Company’s net asset value (including the costs and expenses of any independent valuation firm); (b) interest payable on debt, if any, incurred to finance the Company’s investments; (c) fees and expenses, including legal fees and expenses and travel expenses, incurred by Genworth the Adviser or any member payable to third parties in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (d) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (e) brokerage fees and commissions; (f) federal and state registration fees; (g) exchange listing fees; (h) federal, state and local taxes; (i) costs of offerings or repurchases of the GE Group prior Company’s common stock and other securities; (j) the base management fee and any incentive fee payable under the Investment Advisory Agreement; (k) distributions on the Company’s common stock; (l) administration fees payable to the Administrator under this Agreement; (m) transfer agent and simultaneously custody fees and expenses; (n) independent director fees and expenses; (o) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (p) the costs of holding stockholder meetings; (q) litigation, indemnification and other non-recurring or extraordinary expenses; (r) fees and expenses associated with marketing and investor relations efforts; (s) dues, fees and charges of any trade association of which the Company is a member; (t) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone and staff; (u) fees and expenses associated with independent audits and outside legal costs; (v) the Company’s fidelity bond; (w) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (x) costs associated with the consummation of Company’s reporting and compliance obligations under the Initial Public Offering 1940 Act and applicable U.S. federal and state securities laws; and (y) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the TransactionsCompany’s business, including (a) such as the preparation allocable portion of overhead and negotiation of 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 any 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.