Common use of Conduct of Business of the Companies Clause in Contracts

Conduct of Business of the Companies. Except (i) as contemplated by this Agreement, (ii) to the extent required by any applicable Law, (iii) as set forth on Schedule 6.1, (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. 51 conditioned or delayed) or (v) as would not cause either Company to breach or violate such Company’s Governing Documents, from and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Sellers shall (A) cause the Company to (x) conduct its business in the ordinary course of business consistent with past practice in all material respects and (y) use commercially reasonable efforts to preserve intact its business organization and its present commercial relationships with employees, customers, suppliers and other Persons who have commercial relationships with the Company, and to keep available the services of its present officers and management-level employees and (B) cause the Company not to: CELSE; (a) modify or amend any of the Governing Documents of the Companies or of (b) issue, sell, pledge, encumber or grant any (i) Equity Interests in a Company or in CELSE, (ii) securities convertible into or exchangeable for any Equity Interests, or any options, warrants or rights to acquire any such Equity Interests or (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other securities the value of which is derived fromthe price or value of the Equity Interests in a Company or in CELSE; (c) adopt a plan or agreement of complete or partial liquidation or dissolution or any Company or CELSE; (d) acquire by merging or consolidating with, or by purchasing a substantial amount of Equity Interests in or substantial portion of the assets of, any Person or division thereof; (e) except to the extent required to comply with applicable Law or the terms of any Company Plan, (i) adopt, materially amend, increase benefits under, or terminate any Company Plan or otherwise take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability or funding under any Company Plan; or (iii) enter into any collective bargaining agreement or other agreements with labor organizations; (f) change its material accounting principles, methods, policies or procedures, except to the extent required to conform with IFRS or applicable Law; (g) other than in the ordinary course of business, sell, lease, assign, transfer or otherwise dispose of any of its material properties or assets, except with respect to (i) the Transmission Line Transfer, in case such Transmission Line Transfer is required to take place before Closing by applicable Law and (ii) properties or assets having a value no greater than R$10,000,000 individually or R$25,000,000 in the aggregate; (h) change its fiscal year; (i) amend in any material respect or terminate (other than by completion thereof) any Material Contract; (j) create, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in an amount in excess of R$25,000,000; provided that the Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Conduct of Business of the Companies. Except (i) as contemplated by this Agreement, (ii) to during the extent required by any applicable Law, (iii) as set forth on Schedule 6.1, (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, Certain identified information marked with [***] has been excluded period from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. 51 conditioned or delayed) or (v) as would not cause either Company to breach or violate such Company’s Governing Documents, from and after the date hereof until to the earlier Effective Time, the Seller will and will cause each of the Closing or the termination of this Agreement in accordance with its terms, Sellers shall Subsidiaries to (A) cause the Company to (xa) conduct its business operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, (b) use all reasonable efforts not to take any action that would make any of the representations or warranties of the Seller contained in this Agreement untrue or incorrect in any material respects respect (or, with respect to representations and warranties that are qualified with respect to materiality, in any respect); and (yc) use all commercially reasonable efforts to preserve intact its current business organization and its present commercial relationships with employeesorganizations, customers, suppliers and other Persons who have commercial relationships with the Company, and to keep available the services service of its present current officers and management-level employees and (B) cause preserve its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it with the Company not to: CELSE; intention that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or in Section 5.1 of the Seller Disclosure Schedule, prior to the Effective Time, neither the Seller nor any of its Subsidiaries shall, without the prior written consent of the Buyer: (a) modify amend its Certificate of Incorporation or amend any of the Governing Documents of the Companies bylaws (or of other similar governing instrument); (b) authorize for issuance, issue, sell, pledgedeliver or agree or commit to issue, encumber sell or grant deliver (whether through the issuance or granting of options, warrants, convertible securities, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other debt or equity securities or equity equivalents (including any stock options or stock appreciation rights) except for the issuance and sale of Shares pursuant to Seller Stock Options outstanding on the date hereof (but only to the extent that such Seller Stock Options are accurately described in Section 3.2(a) of the Seller Disclosure Schedule); (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of its Subsidiaries, except as may be required under the terms of any Seller Stock Option; (d) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Seller or any of its Subsidiaries (other than the Merger); (e) alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of any Subsidiary of the Seller; (f) (i) Equity Interests incur or assume any long-term or short-term debt or issue any debt securities except, in each case, for borrowings under existing lines of credit in the ordinary course of business consistent with past practice, or modify or agree to any material amendment of the terms of any of the foregoing except as set forth in Section 5.1(f) of the Seller Disclosure Schedule; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except for obligations of Subsidiaries of the Seller incurred in the ordinary course of business consistent with past practice; (iii) make any loans, advances or capital contributions to or investments in any other Person (other than in accordance with Section 5.1(m)(vii) and to Subsidiaries of the Seller or customary loans or advances to employees in each case in the ordinary course of business consistent with past practice); (iv) pledge or otherwise subject to any Lien shares of capital stock of the Seller or any of its Subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon; (g) except as may be required by Applicable Law or this Agreement, enter into, adopt, amend or terminate any bonus, special remuneration, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, health, life, or disability insurance, dependent care, severance or other employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any former or current director, officer, employee or consultant in any manner or (except as provided in Section 5.1(g) of the Seller Disclosure Schedule) increase in any manner the compensation or fringe benefits of any former or current director, officer, employee or consultant or pay any benefit not required by any plan or arrangement as in effect as of the date hereof (including the granting of stock appreciation rights or performance units); (h) grant any severance or termination pay to any former or current director, officer, employee or consultant, except payments made (i) pursuant to written agreements outstanding on the date hereof or the current severance policies of the Seller described on Section 3.11(a) of the Seller Disclosure Schedule, the terms of which are in all material respects truly, completely and correctly disclosed in Section 3.11(a) of the Seller Disclosure Schedule, or (ii) as required by applicable federal, state or local law or regulations; (i) exercise its discretion to, or otherwise voluntarily, accelerate the vesting of any Seller Stock Option as a Company result of the Merger, any other "change in control" of the Seller (as defined in the Compensation and Benefit Plans) or otherwise (but nothing herein shall limit the accelerated vesting of Seller Stock Options as required under any applicable plan disclosed to the Buyer prior to its execution of this Agreement); (j) except as set forth in CELSESection 5.1(j) of the Seller Disclosure Schedule or as provided in this paragraph below, (i) sell, lease, license, transfer or otherwise dispose of any material assets in any single transaction or series of related transactions (including in any transaction or series of related transactions having a fair market value in excess of $100,000 in the aggregate), other than sales of its products in the ordinary course of business consistent with past practices, (ii) securities convertible enter into any exclusive license, distribution, marketing, sales or exchangeable for other agreement or sell, transfer or otherwise dispose of any Equity InterestsIntellectual Property, or any options, warrants or rights to acquire any such Equity Interests or (iii) license or franchise any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units stores to any third party. The parties hereto recognize that the Company has been contemplating a fundamental transaction such as the sale of a significant number of convenience stores or other securities assets, a refinancing or sale/lease-back transaction. The Company plans to continue to pursue this initiative between the date hereof and Closing, provided that it may not enter into any binding agreement relating to a fundamental transaction without (i) the Buyer's prior written consent (such consent not to be unreasonably withheld) and (ii) any contractual obligations arising from such a transaction which will survive Closing (such as a lease of properties) being assignable to Buyer. (k) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles, practices or methods used by it; (l) revalue in any material respect any of its assets, including writing down the value of which is derived fromthe price inventory or value of the Equity Interests in a Company writing-off notes or in CELSE; (c) adopt a plan or agreement of complete or partial liquidation or dissolution or any Company or CELSE; (d) acquire by merging or consolidating withaccounts receivable, or by purchasing a substantial amount of Equity Interests in or substantial portion of the assets of, any Person or division thereof; (e) except to the extent required to comply with applicable Law or the terms of any Company Plan, (i) adopt, materially amend, increase benefits under, or terminate any Company Plan or otherwise take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability or funding under any Company Plan; or (iii) enter into any collective bargaining agreement or other agreements with labor organizations; (f) change its material accounting principles, methods, policies or procedures, except to the extent required to conform with IFRS or applicable Law; (g) other than in the ordinary course of businessbusiness consistent with past practice or as required by generally accepted accounting principles; (i) except as set forth in Section 5.1(m)(i) of the Seller Disclosure Schedule, sellacquire (by merger, leaseconsolidation or purchase of stock or assets) any corporation, assignpartnership or other Person or division thereof or any equity interest therein; (ii) enter into or terminate any contract or agreement that would be material to the Seller and its Subsidiaries, transfer taken as a whole; (iii) amend, modify or otherwise dispose waive any material right under any material contract of the Seller or any of its Subsidiaries; (iv) modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the date hereof in any material properties manner that is adverse to the Seller or any of its Subsidiaries; (v) authorize any new capital expenditure or expenditures that are not set forth in Section 5.1(m)(v) of the Seller Disclosure Schedule; (vi) acquire any stores; or (vii) acquire any other asset or related group of assets, or make any investment, in a single transaction or series of related transactions, with a cost in excess of $50,000, provided that in no event shall the aggregate of all such acquisitions and investments exceed $100,000; (n) make any material tax election or settle or compromise any material income tax liability or, except with respect as set forth in Section 5.1(n) of the Seller Disclosure Schedule, permit any insurance policy naming it as a beneficiary or loss-payee to expire, or to be canceled or terminated, unless a comparable insurance policy reasonably acceptable to the Buyer is obtained and in effect; (o) fail to file any Tax Returns when due or fail to cause such Tax Returns when filed to be complete and accurate in all material respects; (p) fail to pay any Taxes or other material debts when due; (q) settle or compromise any pending or threatened suit, action or claim that (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which would involve more than $50,000 or would otherwise be material to the Seller and its Subsidiaries, taken as a whole; (r) take any action or fail to take any action that could reasonably be expected to (i) limit the Transmission Line Transferutilization of any of the net operating losses, built-in case such Transmission Line Transfer losses, tax credits or other similar items of the Seller or its Subsidiaries under Sections 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder, or (ii) cause any transaction in which the Seller or any of its Subsidiaries was a party that was intended to be treated as a reorganization under Section 368(a) of the Code to fail to qualify as a reorganization under Section 368(a) of the Code; (s) enter into any transaction or arrangement with any Person associated with the Companies of the type which is required to be disclosed pursuant to Item 404 of the SEC's Regulation S-K; or (t) take place before Closing by applicable Law and (ii) properties or assets having a value no greater than R$10,000,000 individually or R$25,000,000 agree in the aggregate; (h) change its fiscal year; (i) amend in any material respect or terminate (other than by completion thereof) any Material Contract; (j) create, incur, assume, guarantee writing or otherwise become liable for to take any indebtedness for borrowed money in an amount in excess of R$25,000,000; provided that the Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidentialactions described in Sections 5.1(a) through 5.1(s).

Conduct of Business of the Companies. Except (ia) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to the limitations set forth below, each Company (to the extent applicable) agrees, except to the extent Purchaser shall consent in writing or as expressly contemplated by this Agreement, to (i) carry on its business and operations diligently (including without limitation the execution of Tenant Leases), only in the Ordinary Course of Business, (ii) pay its debts when due (or within any applicable grace periods) and to pay its Taxes when due subject to the extent required by right of such Company to timely contest the payment of any applicable Lawsuch debt and/or Tax in good faith, (iii) as set forth on Schedule 6.1pay or perform its other obligations when due (or within any applicable grace periods), (iv) as consented maintain the Leased Real Property leased by it and the Owned Real Property and Tangible Personal Property owned by it substantially in its present repair, order and condition (subject to in writing by Buyer (which consent shall not be unreasonably withheldnormal wear and tear) consistent with the current needs of its business, Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. 51 conditioned or delayed) or (v) as would not cause either Company to breach or violate such Company’s Governing Documents, from and after the date hereof until the earlier of the Closing or the termination of this Agreement replace in accordance with prior practice its termsinoperable, Sellers shall (A) cause the Company to (x) conduct its business in the ordinary course worn out or obsolete assets with assets of business quality consistent with past practice in all material respects to the extent the failure to so repair or replace would reasonably be expected to have a Material Adverse Effect, and (yv) use commercially reasonable efforts Commercially Reasonable Efforts consistent with past practices and policies to preserve intact its present business organization and its present commercial relationships with employeesorganization, customers, suppliers and other Persons who have commercial relationships with the Company, and to keep available the services of its present officers and management-level key employees and (B) cause the Company not to: CELSE; (a) modify or amend any of the Governing Documents of the Companies or of preserve its relationships with its customers, suppliers, distributors, and others having business dealings with it. (b) issue, sell, pledge, encumber or grant any Without limiting the generality of the foregoing and except (i) Equity Interests in a Company or in CELSEas expressly contemplated by this Agreement, (ii) securities convertible into or exchangeable for any Equity Interests, or any options, warrants or rights to acquire any such Equity Interests as set forth in Schedule 6.1 or (iii) to the extent Purchaser shall consent in writing (which consent shall not unreasonably be withheld), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, each Company (and any “phantom” of Parent or its Affiliates acting for or on behalf of such Company) shall not: (i) amend (whether by merger, consolidation or otherwise) or restate its organizational documents or convert into a different form of entity. or pay, or declare, or set aside for payment of dividends or other distributions payable in cash, stock, “phantom” stock or property with respect to any shares of any class or series of its capital stock; (ii) issue, pledge or sell, or authorize the issuance, pledge or sale of additional equity securities, or securities convertible into equity securities, or any rights, stock appreciation rightswarrants or options to acquire any convertible securities or equity securities, stock-based performance units or any other securities the value of in respect of, in lieu of, or in substitution for, equity securities, except for any pledges which is derived fromthe price or value would be released as of the Equity Interests in a Company Closing; (iii) split, combine, subdivide, reclassify or in CELSE; redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any equity securities; (civ) authorize, recommend, propose or announce an intention to adopt a plan or agreement of complete or partial liquidation or dissolution of it; (v) incur, assume, prepay or guaranty any Indebtedness which would survive the Closing except in the Ordinary Course of Business; (vi) change in any material respect any of its current policies or practices relating to the extension of credit to customers or the collection from customers of receivables from gaming operations; (vii) take, or agree to commit to take, any action that would make any representation or warranty of it contained herein inaccurate in any material respect at, or as of any time prior to, the Closing so as to cause the conditions to Purchaser consummating the transactions contemplated herein not to be satisfied; (viii) close, shut down, or otherwise eliminate any of its hotels, casinos and related properties, except for such closures, shutdowns or eliminations that are (A) required by Governmental Order or otherwise required by Law or (B) due to acts of God, acts of terrorism or other force majeure events; (A) increase the compensation payable or to become payable or the benefits provided to any Company director, officer or CELSE; employee, except for normal merit and cost-of-living increases consistent with past practice, or grant any severance or termination payment to, or pay, loan or advance any amount to, any Company director, officer or employee, or (dB) acquire by merging enter into or consolidating amend any employment, severance, consulting, termination or similar agreement with, or by purchasing a substantial amount of Equity Interests employee benefit plan for, in each case that would survive beyond the Closing Date, with any Company officer, director or substantial portion of employee; (x) terminate, cancel or amend, or cause the assets termination, cancellation or amendment of, any Person insurance coverage (and any surety bonds, letters of credit, cash collateral or division thereof; (e) except to the extent other deposits related thereto required to comply be maintained with applicable Law or the terms of any respect to such coverage) maintained by either Company Planthat is not replaced by a comparable insurance coverage, (i) adopt, materially amend, increase benefits under, or terminate any Company Plan or otherwise take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability or funding under any Company Plan; or (iii) enter into any collective bargaining agreement or other agreements with labor organizations; (f) change its material accounting principles, methods, policies or procedures, except to the extent required to conform with IFRS or applicable Law; (g) other than in the ordinary course Ordinary Course of business, sell, lease, assign, transfer or otherwise dispose of Business; or (xi) enter into a Contract to do any of its material properties the foregoing, or assets, except with respect to (i) the Transmission Line Transfer, in case such Transmission Line Transfer is required authorize or announce an intention to take place before Closing by applicable Law and (ii) properties or assets having a value no greater than R$10,000,000 individually or R$25,000,000 in the aggregate; (h) change its fiscal year; (i) amend in do any material respect or terminate (other than by completion thereof) any Material Contract; (j) create, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in an amount in excess of R$25,000,000; provided that the Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidentialforegoing.

Conduct of Business of the Companies. (a) From the date hereof until the Closing, Seller shall cause the Companies to conduct their businesses only in the ordinary course and in a manner consistent with past practices, and use their respective Reasonable Efforts to preserve their relationships with licensors, suppliers, dealers, customers and others having business relationships with the Companies. Except (i) as contemplated by this Agreement, (ii) to the extent as may be required by applicable law, regulation or any applicable LawGovernmental Entity, (iii) or as set forth on Schedule 6.1, (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. 51 conditioned or delayed) or (v) as would not cause either Company to breach or violate such Company’s Governing Documents5.5(a), from and after the date hereof until the earlier Closing without written consent of the Closing or the termination of this Agreement in accordance with its termsBuyer, Sellers Seller shall (A) cause the Company to (x) conduct its business in the ordinary course of business consistent with past practice in all material respects and (y) use commercially reasonable efforts to preserve intact its business organization and its present commercial relationships with employees, customers, suppliers and other Persons who have commercial relationships with the Company, and to keep available the services of its present officers and management-level employees and (B) cause the Company not to: CELSE; (a) modify or amend any of the Governing Documents permit either of the Companies or of (b) issue, sell, pledge, encumber or grant any to: (i) Equity Interests in a Company sell or in CELSE, (ii) securities convertible into or exchangeable for any Equity Interests, or any options, warrants or rights to acquire any such Equity Interests or (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other securities the value of which is derived fromthe price or value of the Equity Interests in a Company or in CELSE; (c) adopt a plan or agreement of complete or partial liquidation or dissolution or any Company or CELSE; (d) acquire by merging or consolidating with, or by purchasing a substantial amount of Equity Interests in or substantial portion of the assets of, any Person or division thereof; (e) except to the extent required to comply with applicable Law or the terms dispose of any Company Plan, (i) adopt, materially amend, increase benefits under, or terminate any Company Plan or otherwise take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability or funding under any Company Plan; or (iii) enter into any collective bargaining agreement or other agreements with labor organizations; (f) change of its material accounting principlesassets or properties, methods, policies or procedures, except to the extent required to conform with IFRS or applicable Law; (g) other than sales and dispositions in the ordinary course of business, sellsales or dispositions of obsolete or surplus assets, leasesales and dispositions in connection with the normal repair and/or replacement of assets or properties, assign, transfer or otherwise dispose of sales or dispositions in accordance with any Material Contract; (ii) create any material Lien on any of its material properties or assets, except with respect to if such material Lien shall be released as of Closing; (i) the Transmission Line Transfer, in case such Transmission Line Transfer is required to take place before Closing by applicable Law and (ii) properties or assets having a value no greater than R$10,000,000 individually or R$25,000,000 in the aggregate; (h) change its fiscal year; (iiii) amend in any material respect or respect, terminate (except in accordance with its terms) or assign any Material Contract or amend in any material respect, extend the term, terminate (except in accordance with its terms) or assign any Affiliate Agreement that survives the Closing; (iv) incur any obligation or liability for borrowed money (“Indebtedness”) other than by completion thereof(A) Indebtedness incurred in the ordinary course of business, (B) Indebtedness to Affiliates which will be extinguished prior to the Closing, and (C) Indebtedness incurred in accordance with a Contract or pursuant to Contracts otherwise permitted to be entered into under this Agreement; (v) merge or consolidate with, or acquire any Material Contract; or all of the capital stock or assets of any other Person; (jvi) create, incur, assume, guarantee guarantee, endorse or otherwise become liable responsible for the obligations of any indebtedness other Person, or make loans or advances to any other Person, except in the ordinary course of business; (vii) grant any general increase in the compensation or benefits of any Continued Company Employees except in the ordinary course of business or unless such action is permitted or required by an existing agreement, including any Employee Plan or any Collective Bargaining Agreement or, with respect to Continued Company Employees and except for borrowed money those that in the ordinary course of business would also affect employees of the Companies’ Affiliates generally, create any new Employee Plan or extend, modify or change in any material respect (except as may be required by applicable law) any Employee Plan or terminate any existing Employee Plan; (viii) enter into any Contract with Affiliates of Dominion Resources, Inc. or any Material Contract other than those (A) executed in the ordinary course of business or consistent with regulatory arrangements, including, without limitation, entering into hedging arrangements, that are either (i) to be fully performed by June 30, 2007, or (ii) which are terminable on not more than ninety (90) days notice, or (B) otherwise provided for or required in implementing another provision in this Section 5.5; (ix) alter in any material way the manner in which it has regularly and customarily maintained its books of account and records, except as may be required by applicable law or professional standards; (x) split, combine or otherwise change its capital stock, or redeem any of its capital stock; (xi) issue or sell any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or give any Person any right to acquire, any shares of its capital stock; (xii) hire any new employees for positions above the “manager” level; (xiii) make any capital expenditures, except as expressly permitted under section (b) below; (xiv) amend its articles of incorporation or bylaws; or (xv) enter into an agreement or agree to do any of the things described in clauses (i) through (xiv) above. (b) Notwithstanding anything herein to the contrary, the Companies may incur capital expenditures (i) in accordance with the amounts on Schedule 5.5(b), in the aggregate per year, plus an amount that is equal to ten percent (10%) above such amounts; (ii) which have been approved in excess writing by Buyer within ten (10) Business Days after any written request by Seller, provided, however, that if Seller has not received written approval or rejection within such ten (10) Business Days after delivery by Seller of R$25,000,000such written request, then the capital expenditure shall be deemed approved; (iii) as may be required in accordance with good utility practice upon the occurrence of any emergency or other similar contingency; (iv) as required by law or regulation; and (v) as provided that for in Section 5.13. (c) Notwithstanding anything herein to the Certain identified information marked with [***] has been excluded from this exhibit because it is not material contrary, Seller and is of the type that Companies shall have the registrant treats right to conduct and prosecute any and all hearings, appeals, or other proceedings before any federal, state, or local governmental authority, such as private the West Virginia Public Service Commission and confidentialthe Pennsylvania Public Utility Commission, as they deem appropriate in their sole discretion. (d) Notwithstanding anything herein to the contrary, before the Closing, Dominion Peoples shall be permitted to assign to Seller its license to the 48.7 MHz radio frequency issued by the Federal Communications Commission (the “FCC”). The call signs for the licenses are set forth on Schedule 5.5(d) (the “FCC Licenses”). Dominion Peoples shall prepare and file an application for FCC consent to assign the FCC Licenses to Seller.