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 bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been paid by the Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (ora) corporate and organizational expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and CĪON Investment Management, LLC, dated June 19, 2012; (b) the cost of calculating the Company’s net asset value, including the related fees and cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; (e) interest payable on debt, if any, incurred to finance the Company’s investments; (f) federal and state registration fees; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) independent directors’ fees and expenses; (k) costs of proxy statements, stockholders’ reports and notices; (l) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; (m) direct costs, including those relating to printing, mailing, long distance telephone and staff; (n) fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (o) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including expenses incurred by the Administrator in performing its obligations; and (q) the reimbursement of the compensation of the Company’s chief financial officer and chief compliance officer, whose salaries are paid by the Administrator, to the extent incurred by and paid for by any member of that each such reimbursement amount is subject to 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 limitations included 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 . The Administrator acknowledges that it shall be responsible 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), ensure that (i) any reimbursement to the fees Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and expenses Offering Expenses (as defined in the Articles of PricewaterhouseCoopers LLP incurred Incorporation), including any interest thereon, if any, shall not exceed the 18% limitation on Front End Fees (as defined in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15Articles of Incorporation), 2004) regardless of the source of payment, and (jii) the preparation percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, the printing selling commissions, expenses, rights of documents) and implementation of Genworth’s or its Subsidiariesfirst refusal, consulting fees, finders’ 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 fees and all amounts so paid) for all out-of-pocket feesother items of compensation of any kind or description paid by the Company, costs and expenses incurred by Genworth directly or any member indirectly, shall be taken into consideration in computing the amount 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)allowable Front End Fees.

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 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 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 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 The Company shall pay bear all costs and expenses for the administration of its business and shall reimburse the Administrator for any such costs and expenses that have been paid by the Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include, but not be limited to: (ora) corporate and organizational expenses relating to offerings of the Company’s common stock, subject to limitations included in the investment advisory agreement entered into between the Company and CĪON Investment Management, LLC, dated __________, 2012; (b) the cost of calculating the Company’s net asset value, including the related fees and cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (d) fees payable to third parties relating to, or associated with, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; (e) interest payable on debt, if any, incurred to finance the Company’s investments; (f) federal and state registration fees; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts; (i) federal, state and local taxes; (j) independent directors’ fees and expenses; (k) costs of proxy statements, stockholders’ reports and notices; (l) costs of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; (m) direct costs, including those relating to printing, mailing, long distance telephone and staff; (n) fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (o) brokerage commissions for the Company’s investments; (p) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including expenses incurred by the Administrator in performing its obligations; and (q) the reimbursement of the compensation of the Company’s chief financial officer and chief compliance officer, whose salaries are paid by the Administrator, to the extent incurred by and paid for by any member of that each such reimbursement amount is subject to 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 limitations included 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 . The Administrator acknowledges that it shall be responsible 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), ensure that (i) any reimbursement to the fees Company’s investment advisers and/or sub-advisers, or any other person for deferred Organization and expenses Offering Expenses (as defined in the Articles of PricewaterhouseCoopers LLP incurred Incorporation), including any interest thereon, if any, shall not exceed the 18% limitation on Front End Fees (as defined in connection with the Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15Articles of Incorporation), 2004) regardless of the source of payment, and (jii) the preparation percentage of gross proceeds of any offering committed to investment shall be at least eighty-two percent (82%). All items of compensation to underwriters or dealers, including, but not limited to, the printing selling commissions, expenses, rights of documents) and implementation of Genworth’s or its Subsidiariesfirst refusal, consulting fees, finders’ 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 fees and all amounts so paid) for all out-of-pocket feesother items of compensation of any kind or description paid by the Company, costs and expenses incurred by Genworth directly or any member indirectly, shall be taken into consideration in computing the amount 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)allowable Front End Fees.

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 (a) Spinco 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 (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by Genworth GGP 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 Transaction Document Ancillary Agreement (unless otherwise expressly provided therein), each of the Genworth Bridge Loanfinancing transactions described in the Form 10 and/or the Form S-11 as occurring on or prior to the Effective Time, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility including any financing transactions to be entered into by Spinco or any of its Subsidiaries 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 Contracts or consents associated with the Transactions and all related transactions, including costs and fees associated with the assumption of any mortgage loans by a member of the Spinco Group, (ciii) the preparation and filing of GenworthSpinco’s and its Subsidiaries’ organizational documents, (div) the preparation, printing and filing of the Form 10 and the information statement contained therein and the Form S-11 and/or any Registration Statementother required securities filings, including all fees and expenses of complying with applicable federal, federal and 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, (gv) the initial listing of the Genworth Spinco Common Stock, Stock on the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (hvi) the fees and expenses of KPMG LLP Deloitte & Touche incurred in connection with the IPO Registration Statement (excluding core-audit fees Form 10 and expenses of KPMG LLP)the information statement contained therein and the Form S-11 and/or any other required securities filings, (ivii) the fees and expenses of PricewaterhouseCoopers LLP Xxxxx Fargo Securities LLC and its Affiliates (including Eastdil Secured) and any other advisors incurred in connection with the Initial Public Distribution and the Rights Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (jviii) the preparation estimated incremental cost of extending the exercise period for Vested Options (includingas defined in the Employee Matters Agreement) held by Spinco Employees by virtue of deeming such employees, but not limited tosolely for purposes of the Vested Options, to be employed by the GGP Group during the period they are employed by the Spinco Group (collectively, the printing of documents“Transaction Expenses”). (b) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, At least three business days prior to the extent incurred by and paid for by any member Distribution Date, GGP shall deliver to a duly authorized representative 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 regulationsSpinco a written estimate, together with fees and expenses copies of counsel retained to effect such complianceinvoices or other reasonable supporting documentation, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation aggregate amount of the Genworth Credit Facilities, the Genworth Senior Notes Transaction Expenses incurred 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 reasonably expected to be incurred through and including the Distribution Date, and Spinco shall pay such amount to GGP on the Distribution Date by wire transfer to an account designated in connection with writing by GGP at least one business day prior to the foregoing clauses (1) through (4) Distribution Date. If GGP receives invoices for Transaction Expenses that were not included in the estimate of Transaction Expenses, GGP shall provide notice thereof to a duly authorized representative of Spinco as promptly as practicable, and clause (6)Spinco shall pay such amounts not later than fifteen business days after receipt of any such notice.

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 plans as a result of the Initial Public Offering. (b) Fortis 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 it or any member of the GE Fortis Group or Genworth Group following the consummation of the Initial Public Offering in connection with the Tender Offer, including, but not limited to, (1i) any and all fees, costs and expenses related to the preparation and execution or filing of all documents, agreements, forms, applications, contracts or consents associated with the Tender Offer, (ii) 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 complianceTender Offer, (2iii) the preparation, printing and distribution of any offering documents or solicitation materials for the Prospectus included in the Debt Registration StatementTender Offer, and (3iv) 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 fees and expenses expected to be incurred of counsel in connection with the foregoing clauses (1) through (4) and clause (6)therewith.

Allocation of Costs and Expenses. GE (a) Spinco 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 (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by Genworth GGP 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 Transaction Document Ancillary Agreement (unless otherwise expressly provided therein), each of the Genworth Bridge Loanfinancing transactions described in the Form 10 and/or the Form S-11 as occurring on or prior to the Effective Time, the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility including any financing transactions to be entered into by Spinco or any of its Subsidiaries 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 Contracts or consents associated with the Transactions and all related transactions, including costs and fees associated with the assumption of any mortgage loans by a member of the Spinco Group, (ciii) the preparation and filing of GenworthSpinco’s and its Subsidiaries’ organizational documents, (div) the preparation, printing and filing of the Form 10 and the information statement contained therein and the Form S-11 and/or any Registration Statementother required securities filings, including all fees and expenses of complying with applicable federal, federal and 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, (gv) the initial listing of the Genworth Spinco Common Stock, Stock on the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (hvi) the fees and expenses of KPMG LLP Deloitte & Touche incurred in connection with the IPO Registration Statement Form 10 and the information statement contained therein and the Form S-11 and/or any other required securities filings, and (excluding core-audit fees and expenses of KPMG LLP), (ivii) the fees and expenses of PricewaterhouseCoopers LLP Xxxxx Fargo Securities LLC and its Affiliates (including Eastdil Secured) and any other advisors incurred in connection with the Initial Public Distribution and the Rights 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 tocollectively, the printing of documents“Transaction Expenses”). (b) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, At least three business days prior to the extent incurred by and paid for by any member Distribution Date, GGP shall deliver to a duly authorized representative 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 regulationsSpinco a written estimate, together with fees and expenses copies of counsel retained to effect such complianceinvoices or other reasonable supporting documentation, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation aggregate amount of the Genworth Credit Facilities, the Genworth Senior Notes Transaction Expenses incurred 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 reasonably expected to be incurred through and including the Distribution Date, and Spinco shall pay such amount to GGP on the Distribution Date by wire transfer to an account designated in connection with writing by GGP at least one business day prior to the foregoing clauses (1) through (4) Distribution Date. If GGP receives invoices for Transaction Expenses that were not included in the estimate of Transaction Expenses, GGP shall provide notice thereof to a duly authorized representative of Spinco as promptly as practicable, and clause (6)Spinco shall pay such amounts not later than fifteen business days after receipt of any such notice.

Allocation of Costs and Expenses. GE (a) CCU shall pay (or, to the extent incurred by and paid for by any member of the Genworth Outdoor Group, will promptly reimburse such party for any and all amounts so paid) for all out- of-pocket fees, costs and expenses incurred by CCU or Outdoor, or any member of their respective Groups, on or prior to the Closing Date in connection with the Separation, including (i) the preparation and negotiation of this Agreement, each Transfer Document (unless otherwise expressly provided therein), and all other documentation related to the Separation, (ii) accounting and legal costs incurred in association with all domestic and international internal restructuring undertaken as part of the Separation, (iii) the preparation and execution or filing of any and all other documents, certificates, deeds, titles, agreements, forms, applications or contracts associated with the Separation, and (iv) the preparation and filing of Outdoor’s and its Subsidiaries’ organizational documents. (b) Outdoor shall pay (or, to the extent incurred by and paid or by any member of the CCU 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 CCU or Outdoor, or any member of the GE Group prior to and simultaneously their respective Groups, in connection with the consummation of the Initial Public Offering and the other Transactions, except as otherwise provided in connection with the TransactionsSection 6.4(a), 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, (di) the preparation, printing and filing of any the IPO Registration Statement, including all fees and expenses of complying (ii) compliance 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, (eiii) the preparation, printing and distribution of each the Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (giv) the initial listing of the Genworth Class A Common Stock, Stock on the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (hv) the fees and expenses of KPMG Ernst & Young 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 15Offering, 2004) and (jvi) the preparation (including, but not limited to, the printing of documents) and implementation of GenworthOutdoor’s or and its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay and (orvii) the preparation and implementation of Outdoor’s and its Subsidiaries corporate governance programs and policies, financial reporting and internal controls and all other reporting requirements, programs, policies and functions required to be implemented by the Outdoor Group as a result of being a public company reporting 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 SEC 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 equity 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 listed on 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)national stock exchange.

Allocation of Costs and Expenses. GE (a) CCU shall pay (or, to the extent incurred by and paid for by any member of the Genworth Outdoor 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 CCU or Outdoor, or any member of the GE Group their respective Groups, on or prior to and simultaneously with the consummation of the Initial Public Offering Closing Date in connection with the TransactionsSeparation, including (ai) the preparation and negotiation of this Agreement, each Transaction Transfer 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 transactionsSeparation, (bii) accounting and legal costs incurred in association with all domestic and international internal restructuring undertaken as part of the Separation, (iii) the preparation and execution or filing of any and all other documents, certificates, deeds, titles, agreements, forms, applications, applications or contracts or consents associated with the Transactions Separation, and all related transactions, (civ) the preparation and filing of GenworthOutdoor’s and its Subsidiaries’ organizational documents. (b) Outdoor shall pay (or, to the extent incurred by and paid or by any member of the CCU Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by CCU or Outdoor, or any member of their respective Groups, in connection with the Initial Public Offering and the other Transactions, except as otherwise provided in Section 6.4(a), including (di) the preparation, printing and filing of any the IPO Registration Statement, including all fees and expenses of complying (ii) compliance 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, (eiii) the preparation, printing and distribution of each the Prospectus, (f) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (giv) the initial listing of the Genworth Class A Common Stock, Stock on the Series A Preferred Stock and the Genworth Equity Units on The New York Stock Exchange, (hv) the fees and expenses of KPMG Ernst & Young 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 15Offering, 2004) and (jvi) the preparation (including, but not limited to, the printing of documents) and implementation of GenworthOutdoor’s or and its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay and (orvii) the preparation and implementation of Outdoor’s and its Subsidiaries corporate governance programs and policies, financial reporting and internal controls and all other reporting requirements, programs, policies and functions required to be implemented by the Outdoor Group as a result of being a public company reporting 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 SEC 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 equity 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 listed on 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)national stock exchange.