Notwithstanding the requirements of [Section 5.2] of the SPA to the contrary, prior to Closing, Sellers shall identify to Purchaser in writing on a list (the “Disabled Direct Employee List”) and shall cause each Acquired Company to transfer, effective prior to the Closing, each Non-Covered Employee who has not been actively at work for at least 1,040 hours of regularly scheduled work due to disability as defined in the AEP LTD Plan (each a “Disabled Direct Non-Covered Employee”) to an Affiliate of AEP that is not an Acquired Company.

Notwithstanding the requirements of paragraph # of [Section 5.2]3] of the SPA to the contrary, prior to Closing, Sellers shall identify to Purchaser in writing on a list (the “Disabledthe Disabled Direct Employee List”)List and shall cause each Acquired Company to transfer, effective prior to the Closing, each Non-Covered Employee who has not been actively at work for at least 1,040 hours of regularly scheduled work due to disability as defined in the AEP LTD Plan (each a “Disabled Direct Non-Covered Employee”) to an Affiliate of AEP that is not an Acquired Company.Company, subject to the condition precedent that the labor union representing such Disabled Direct Covered Employee has acknowledged in writing its agreement to the terms and conditions described herein that are applicable to such Disabled Direct Covered Employees (the “Labor Union Acknowledgement”). Sellers agree to use commercially reasonable efforts to obtain Labor Union Acknowledgement prior to the Closing.