Common use of Fifty Percent Threshold Clause in Contracts

Fifty Percent Threshold. TPC agrees that during any period in which the members of the Citigroup Affiliated Group beneficially own, in the aggregate, (excluding for such purposes shares of Common Stock beneficially owned by Citigroup but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an affiliate of Citigroup being a sponsor or advisor of a mutual or similar fund that beneficially owns shares of Common Stock) shares entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Common Stock (or in which, notwithstanding such percentage, any member of the Citigroup Affiliated Group is required, in accordance with GAAP, to consolidate TPC's financial statements with its financial statements): (a) Internal Auditors. TPC shall provide Citigroup's internal auditors or other representatives of Citigroup access to TPC's and its subsidiaries' books and records so that Citigroup may conduct reasonable audits relating to the financial statements provided by TPC pursuant to Sections 6.1(c)-(h) hereof, inclusive, as well as to the internal accounting controls and operations of TPC and its subsidiaries. (b) Accounting Estimates and Principles. TPC will give Citigroup reasonably notice of any proposed significant change in accounting estimates or material changes in accounting principles from those in effect on the date hereof, excluding changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, that could affect both TPC or Citigroup. In this connection, TPC will consult with Citigroup and, if requested by Citigroup, TPC will consult with its independent public accountants with respect thereto. As to material changes in accounting principles which could affect TPC or Citigroup, TPC will not make any such changes without Citigroup's prior written consent, excluding changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, if such a change would be sufficiently material to be required to be disclosed in TPC's financial statements as filed with the SEC or otherwise publicly disclosed therein. If Citigroup so requests, TPC will be required to obtain the concurrence of TPC Auditors as to such material change prior to its implementation.

Fifty Percent Threshold. TPC Genworth agrees that during any period in which the if members of the Citigroup Affiliated GE Group beneficially own, in the aggregate, aggregate (excluding for such purposes shares of Genworth Common Stock beneficially owned by Citigroup GE but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an affiliate Affiliate of Citigroup GE being a sponsor of or advisor of to a mutual or similar fund that beneficially owns shares of Genworth Common Stock) shares entitled to on any date during a fiscal year more than fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Genworth Common Stock (or in whichStock, or, notwithstanding such percentage, if any member of the Citigroup Affiliated GE Group is requiredrequired during any fiscal year, in accordance with GAAP, to consolidate TPC's Genworth’s financial statements with its financial statements):, then in respect of such fiscal year: (a) Internal Auditors. TPC Genworth shall provide Citigroup's internal auditors GE, the GE Auditors or other representatives Representatives of Citigroup GE reasonable access upon reasonable notice during normal business hours to TPC's Genworth’s and its subsidiaries' Subsidiaries’ books and records so that Citigroup GE may conduct reasonable audits relating to the financial statements provided by TPC Genworth pursuant to Sections 6.1(c)-(h) hereof, inclusivethis Article IV, as well as to the internal accounting controls and operations of TPC Genworth and its subsidiariesSubsidiaries; provided, however, that any such audits will be conducted in the same manner and using the same procedures as conducted on the date hereof for audits of GEFA including, but not limited to, reporting audit findings to management of the business or unit subject to the audit. (b) Accounting Estimates and Principles. TPC Genworth will give Citigroup reasonably GE reasonable notice of any proposed significant material change in accounting estimates or material changes in accounting principles from those in effect on with respect to GEFA, its Subsidiaries and the date hereofGE Affiliates that comprise the Genworth Group immediately prior to the Closing Date, excluding and will give GE notice immediately following adoption of any such changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, that could affect both TPC or CitigroupCompany Accounting Oversight Board. In this connectionconnection therewith, TPC Genworth will consult with Citigroup GE and, if requested by CitigroupGE, TPC Genworth will consult with its independent public accountants the GE Auditors with respect thereto. As to material changes in accounting principles which that could affect TPC or CitigroupGE, TPC Genworth will not make any such changes without Citigroup's GE’s prior written consent, excluding changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public AccountantsCompany Accounting Oversight Board, if such a change would be sufficiently material to be required to be disclosed in TPC's Genworth’s financial statements as filed with the SEC or otherwise publicly disclosed therein. If Citigroup GE so requests, TPC Genworth will be required to obtain the concurrence of TPC the Genworth Auditors as to such material change prior to its implementation. GE will use its reasonable best efforts to promptly respond to any request by Genworth to make a change in accounting principles and, in any event, in sufficient time to enable Genworth to comply with its obligations under Section 4.1.