Common use of Financial Controls Clause in Contracts

Financial Controls. Manager will perform its accounting responsibilities in compliance with GE Capital’s internal accounting policies and U.S. GAAP. • Manager will maintain accounting polices currently in place and all changes to accounting policies must be approved in advance by GE Capital. For new accounting standards, GE Capital will provide Manager with the accounting policy to be adopted by the Company. • Manager will perform accounting in accordance with FAS 133 and obtain approval from GE Capital for the following FAS 133 activities: • Changes to existing hedge documentation • Changes in existing methodology used to assess and measure hedge effectiveness • Application of “fair value” hedging as defined in FAS 133 • Economic xxxxxx that do not qualify for FAS 133 hedge treatment • Manager will provide a monthly variance analysis of: • Changes in the fair market value of derivatives • Hedge ineffectiveness • Amounts excluded from the measure of effectiveness • Manager will reconcile all general ledger accounts in accordance with GE Capital’s account reconciliation criteria. Manager will provide a quarterly dashboard of account reconciliations and open items (in an agreed upon format) on dates to be provided to Manager. • Manager is responsible for establishing and maintaining a system of internal controls adequate to ensure that Assets are appropriately safeguarded and that the financial statements and related disclosures and schedules fairly present the financial condition of the Company. • Manager and GE Capital will agree upon and execute a plan to minimize profit and loss volatility associated with FAS 133. • Manager will deliver monthly unaudited financial results including any adjustments to the monthly financials to be included in the next month’s accounting period. These financials should include an explanation of significant items of variance to the Operating Plan. Such financial statements will be delivered within fifteen 15 days of the close as defined by GE Capital. • Manager will deliver quarterly unaudited financial reports and schedules in accordance with GE Capital’s closing instructions. Such financials statement will include variance and profitability analysis suitable for the closing of the books. Closing instruction to be provided by the 15th of the month of the quarterly close. • Manager will provide the Company with financial projections in accordance with GE Capital’s SI, SII and OP process. GE Capital will provide the Manager with SI, SII and OP timing and assumptions where needed to make such forecasts. • Manager will deliver annual audited financial statements (balance sheet and income statement) upon completion of the annual audit by GE Capital’s external auditors. • Manager will conduct annual reviews in compliance with applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, in a manner acceptable to GE Capital. • Manager will report detailed profit and loss results and details of expenses within fifteen (15) days following the end of each quarterly period, including comparisons of actual versus plan, in a format reasonably agreeable to both parties. Profit and loss reports will be included in the monthly Portfolio Quality Review, substantially in the format attached as Schedule I to this Exhibit D. Risk • Manager will comply with the Permitted Investments guidelines provided in Schedule 4.01(h) of the Security Agreement. • Manager will value the Portfolio from time to time, as required by Section 2.06 of the Security Agreement in order to prepare the reports required by such Section of the Security Agreement, using the portfolio valuation methods set forth in the Market Valuation Addendum attached as Schedule 1.01 to the Security Agreement, in order to determine whether a Coverage Shortfall, a Program Shortfall or a Net Worth Deficit has occurred and is continuing and whether the Market Sensitivity Limit has been exceeded. The Manager shall also value Permitted Collateral investments on deposit in Collateral Accounts as required under the terms of each Collateralized Contract. • Manager will comply with all applicable terms set forth in Policy 5.0 and Policy 6.0 and all “strike zones” defined by GE Capital with respect to assets, liabilities and derivatives (as each may be amended from time to time by GE Capital). Manager will deliver the following reports on a monthly basis for monitoring such compliance: • Portfolio Quality Review • Credit Limit Watch • Credit Risk Rating • Stop Loss • Month End Credit • Counterparty Exposure • Except as otherwise specified in this Exhibit D, Manager will deliver risk reports to GE Capital on a monthly basis and will include, at a minimum, the following: • Portfolio Quality Review • Supplemental Program Shortfall • Liquidity Report (provided on a daily basis) • Summary Hedge Analysis Report (provided on a daily basis) • REM (electronic submission) • Manager will provide other available reports required from time to time by GE Capital as they are requested. • Manager will participate, on a monthly and quarterly basis, in in-force reviews with Genworth senior management and GE Capital senior management. • Manager will from time to time provide GE Capital with data feeds relating to the Portfolio, the content, format and timing of the delivery of which feeds will be agreed upon by Manager and GE Capital. • Manager will (i) comply with applicable requirements as to hedge counterparty ratings, as set forth in the Security Agreement and as provided in the applicable policies of GE Capital, (ii) comply with the applicable requirements to provide information to GE Capital with respect to hedge counterparty exposure, (iii) deliver a Counterparty Exposure report for monitoring such compliance and (iv) comply with such restrictions as to hedge counterparty that may from time to time be imposed by GE Capital. • Manager will from time to time provide GE Capital with such available additional risk analyses as GE Capital may request, including but not limited to, stress tests and value at risk analyses. In each case, the content, format and timing of the delivery of such analyses will be agreed upon, prior to delivery, by GE Capital and Manager. • Manager will comply with all applicable requirements relating to the Company’s maintenance of the “AAA”/”Aaa” ratings assigned thereto by the applicable rating agencies. Customer • Manager will ensure delivery by mail or e-mail, or will make available on the Company’s website, to the Company’s customers in accordance with such customers’ respective Contracts, Customer Statements in respect of customers’ investments with the Company. • Manager will ensure the timely remittance of payments required under each Contract or other agreement of the Company. • When requested by the Company and GE Capital, Manager will deliver to the Company and GE Capital customer service metrics (e.g., call volume by customer complaint type by date) and deal closing customer survey results (if and to the extent the same is provided by customers).

Financial Controls. Manager will perform its accounting responsibilities in compliance with GE Capital’s internal accounting policies and U.S. GAAP. • Manager will maintain accounting polices currently in place and all changes to accounting policies must be approved in advance by GE Capital. For new accounting standards, GE Capital will provide Manager with the accounting policy to be adopted by the Company. • Manager will perform accounting in accordance with FAS 133 and obtain approval from GE Capital for the following FAS 133 activities: • Changes to existing hedge documentation • Changes in existing methodology used to assess and measure hedge effectiveness • Application of “fair value” hedging as defined in FAS 133 • Economic xxxxxx that do not qualify for FAS 133 hedge treatment • Manager will provide a monthly variance analysis of: • Changes in the fair market value of derivatives • Hedge ineffectiveness • Amounts excluded from the measure of effectiveness • Manager will reconcile all general ledger accounts in accordance with GE Capital’s account reconciliation criteria. Manager will provide a quarterly dashboard of account reconciliations and open items (in an agreed upon format) on dates to be provided to Manager. • Manager is responsible for establishing and maintaining a system of internal controls adequate to ensure that Assets are appropriately safeguarded and that the financial statements and related disclosures and schedules fairly present the financial condition of the Company. • Manager and GE Capital will agree upon and execute a plan to minimize profit and loss volatility associated with FAS 133. • Manager will deliver monthly unaudited financial results including any adjustments to the monthly financials to be included in the next month’s accounting period. These financials should include an explanation of significant items of variance to the Operating Plan. Such financial statements will be delivered within fifteen 15 (15) days of the close as defined by GE Capital. • Manager will deliver quarterly unaudited financial reports and schedules in accordance with GE Capital’s closing instructions. Such financials statement will include variance and profitability analysis suitable for the closing of the books. Closing instruction to be provided by the 15th of the month of the quarterly close. • Manager will provide the Company with financial projections in accordance with GE Capital’s SI, SII and OP process. GE Capital will provide the Manager with SI, SII and OP timing and assumptions where needed to make such forecasts. • Manager will deliver annual audited financial statements (balance sheet and income statement) upon completion of the annual audit by GE Capital’s external auditors. • Manager will conduct annual reviews in compliance with applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, in a manner acceptable to GE Capital. • Manager will report detailed profit and loss results and details of expenses within fifteen (15) days following the end of each quarterly period, including comparisons of actual versus plan, in a format reasonably agreeable to both parties. Profit and loss reports will be included in the monthly Portfolio Quality Review, substantially in the format attached as Schedule I to this Exhibit D. Risk • Manager will comply with the Permitted Investments guidelines provided in Schedule 4.01(h4.01(g) of the Security Agreement. • Manager will value the Portfolio from time to time, as required by Section 2.06 of the Security Agreement in order to prepare the reports required by such Section of the Security Agreement, using the portfolio valuation methods set forth in the Market Valuation Addendum attached as Schedule 1.01 to the Security Agreement, in order to determine whether a Coverage Shortfall, a Program Shortfall or a Net Worth Deficit has occurred and is continuing and whether the Market Sensitivity Limit has been exceeded. The Manager shall also value Permitted Collateral investments on deposit in Collateral Accounts as required under the terms of each Collateralized Contract. • Manager will comply with all applicable terms set forth in Policy 5.0 and Policy 6.0 and all “strike zones” defined by GE Capital with respect to assets, liabilities and derivatives (as each may be amended from time to time by GE Capital). Manager will deliver the following reports on a monthly basis for monitoring such compliance: • Portfolio Quality Review • Credit Limit Watch • Credit Risk Rating • Stop Loss • Month End Credit • Counterparty Exposure • Except as otherwise specified in this Exhibit D, Manager will deliver risk reports to GE Capital on a monthly basis and will include, at a minimum, the following: • Portfolio Quality Review • Supplemental Program Shortfall • Liquidity Report (provided on a daily basis) • Summary Hedge Analysis Report (provided on a daily basis) • REM (electronic submission) • Manager will provide other available reports required from time to time by GE Capital as they are requested. • Manager will participate, on a monthly and quarterly basis, in in-force reviews with Genworth senior management and GE Capital senior management. • Manager will from time to time provide GE Capital with data feeds relating to the Portfolio, the content, format and timing of the delivery of which feeds will be agreed upon by Manager and GE Capital. • Manager will (i) comply with applicable requirements as to hedge counterparty ratings, as set forth in the Security Agreement and as provided in the applicable policies of GE Capital, (ii) comply with the applicable requirements to provide information to GE Capital with respect to hedge counterparty exposure, (iii) deliver a Counterparty Exposure report for monitoring such compliance and (iv) comply with such restrictions as to hedge counterparty that may from time to time be imposed by GE Capital. • Manager will from time to time provide GE Capital with such available additional risk analyses as GE Capital may request, including but not limited to, stress tests and value at risk analyses. In each case, the content, format and timing of the delivery of such analyses will be agreed upon, prior to delivery, by GE Capital and Manager. • Manager will comply with all applicable requirements relating to the Company’s maintenance of the “AAA”/”Aaa” ratings assigned thereto by the applicable rating agencies. Customer • Manager will ensure delivery by mail or e-mail, or will make available on the Company’s website, to the Company’s customers in accordance with such customers’ respective Contracts, Customer Statements in respect of customers’ investments with the Company. • Manager will ensure the timely remittance of payments required under each Contract or other agreement of the Company. • When requested by the Company and GE Capital, Manager will deliver to the Company and GE Capital customer service metrics (e.g., call volume by customer complaint type by date) and deal closing customer survey results (if and to the extent the same is provided by customers).

Financial Controls. Manager will perform its accounting responsibilities in compliance with GE CapitalGE’s internal accounting policies and U.S. GAAP. • Manager will maintain accounting polices currently in place and all changes to accounting policies must be approved in advance by GE Capital. For new accounting standards, GE Capital will provide Manager with the accounting policy to be adopted by the Company. • Manager will perform accounting in accordance with FAS 133 and obtain approval from GE Capital for the following FAS 133 activities: • Changes to existing hedge documentation • Changes in existing methodology used to assess and measure hedge effectiveness • Application of “fair value” hedging as defined in FAS 133 • Economic xxxxxx that do not qualify for FAS 133 hedge treatment • Manager will provide a monthly variance analysis of: • Changes in the fair market value of derivatives • Hedge ineffectiveness • Amounts excluded from the measure of effectiveness • Manager will reconcile all general ledger accounts in accordance with GE CapitalGE’s account reconciliation criteria. Manager will provide a quarterly dashboard of account reconciliations and open items (in an agreed upon format) on dates to be provided to Manager. • Manager is responsible for establishing and maintaining a system of internal controls adequate to ensure that Assets are appropriately safeguarded and that the financial statements and related disclosures and schedules fairly present the financial condition of the Company. • Manager and GE Capital will agree upon and execute a plan to minimize profit and loss volatility associated with FAS 133. • Manager will deliver monthly unaudited financial results including any adjustments to the monthly financials to be included in the next month’s accounting period. These financials should include an explanation of significant items of variance to the Operating Plan. Such financial statements will be delivered within fifteen 15 days of the close as defined by GE Capital. • Manager will deliver quarterly unaudited financial reports and schedules in accordance with GE Capital’s closing instructions. Such financials statement will include variance and profitability analysis suitable for the closing of the books. Closing instruction to be provided by the 15th of the month of the quarterly close. • Manager will provide the Company with financial projections in accordance with GE Capital’s SI, SII and OP process. GE Capital will provide the Manager with SI, SII and OP timing and assumptions where needed to make such forecasts. • Manager will deliver annual audited financial statements (balance sheet and income statement) upon completion of the annual audit by GE Capital’s external auditors. • Manager will conduct annual reviews in compliance with applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, in a manner acceptable to GE Capital. • Manager will report detailed profit and loss results and details of expenses within fifteen (15) days following the end of each quarterly period, including comparisons of actual versus plan, in a format reasonably agreeable to both parties. Profit and loss reports will be included in the monthly Portfolio Quality Review, substantially in the format attached as Schedule I to this Exhibit D. Risk • Manager will comply with the Permitted Investments guidelines provided in Schedule 4.01(h) of the Security Agreement. • Manager will value the Portfolio from time to time, as required by Section 2.06 of the Security Agreement in order to prepare the reports required by such Section of the Security Agreement, using the portfolio valuation methods set forth in the Market Valuation Addendum attached as Schedule 1.01 to the Security Agreement, in order to determine whether a Coverage Shortfall, a Program Shortfall or a Net Worth Deficit has occurred and is continuing and whether the Market Sensitivity Limit has been exceeded. The Manager shall also value Permitted Collateral investments on deposit in Collateral Accounts as required under the terms of each Collateralized Contract. • Manager will comply with all applicable terms set forth in Policy 5.0 and Policy 6.0 and all “strike zones” defined by GE Capital with respect to assets, liabilities and derivatives (as each may be amended from time to time by GE Capital). Manager will deliver the following reports on a monthly basis for monitoring such compliance: • Portfolio Quality Review • Credit Limit Watch • Credit Risk Rating • Stop Loss • Month End Credit • Counterparty Exposure • Except as otherwise specified in this Exhibit DF, Manager will deliver risk reports to GE Capital on a monthly basis and will include, at a minimum, the following: • Portfolio Quality Review • Supplemental Program Shortfall • Liquidity Report (provided on a daily basis) • Summary Hedge Analysis Report (provided on a daily basis) • REM (electronic submission) • Manager will provide other available reports required from time to time by GE Capital as they are requested. • Manager will participate, on a monthly and quarterly basis, in in-force reviews with Genworth senior management and GE Capital senior management. • Manager will from time to time provide GE Capital with data feeds relating to the Portfolio, the content, format and timing of the delivery of which feeds will be agreed upon by Manager and GE Capital. • Manager will (i) comply with applicable requirements as to hedge counterparty ratings, as set forth in the Security Agreement and as provided in the applicable policies of GE Capital, (ii) comply with the applicable requirements to provide information to GE Capital with respect to hedge counterparty exposure, (iii) deliver a Counterparty Exposure report for monitoring such compliance and (iv) comply with such restrictions as to hedge counterparty that may from time to time be imposed by GE Capital. • Manager will from time to time provide GE Capital with such available additional risk analyses as GE Capital may request, including but not limited to, stress tests and value at risk analyses. In each case, the content, format and timing of the delivery of such analyses will be agreed upon, prior to delivery, by GE Capital and Manager. • Manager will comply with all applicable requirements relating to the Company’s maintenance of the “AAA”/”Aaa” ratings assigned thereto by the applicable rating agencies. Customer • Manager will ensure delivery by mail or e-mail, or will make available on the Company’s website, to the Company’s customers in accordance with such customers’ respective Contracts, Customer Statements in respect of customers’ investments with the Company. • Manager will ensure the timely remittance of payments required under each Contract or other agreement of the Company. • When requested by the Company and GE Capital, Manager will deliver to the Company and GE Capital customer service metrics (e.g., call volume by customer complaint type by date) and deal closing customer survey results (if and to the extent the same is provided by customers).