Sellers shall take the lead on strategy with respect to the Parties’ efforts to obtain the Mitchell Plant Approvals after considering and reflecting in good faith all reasonable comments and advice of Purchaser (and its counsel), and Purchaser shall reasonably cooperate with Sellers in connection therewith. Subject to the last sentence of [Section 4.5(d)], Sellers shall be entitled to cause Kentucky Power and Wheeling to make such modifications to the Mitchell Plant Ownership Agreement and the Mitchell Plant O&M Agreement as are reasonably necessary to comply with the Mitchell Plant Approvals, including in respect of any settlement of the proceedings related thereto, in each case entered following the Effective Date, and to cause such parties to execute the Mitchell Plant Ownership Agreement and the Mitchell Plant O&M Agreement prior to the Closing, as such agreements shall be so modified, if and to the extent that such agreements have been finalized and the Mitchell Plant Approvals have been obtained and have become Final Orders. For the avoidance of doubt, # any change in the form or substance of the forms of the Mitchell Plant Ownership Agreement or Mitchell Plant O&M Agreement, included as [Exhibit B] and [Exhibit C], respectively, to this Agreement, after the Effective Date, to the extent that such change is adverse to the interests of Purchaser or the Acquired Companies and relates to the period on and after the Closing Date and # any other undertaking, term, condition, liability, obligation, commitment or sanction imposed on or agreed to by the Acquired Companies in obtaining the Mitchell Plant Approvals that relates to the period on and after the Closing Date, in each case of [clauses (i) and (ii)])], shall be taken into account for purposes of any determination under this Agreement as to whether a Burdensome Condition shall have occurred.

If the Mitchell Plant Ownership Agreement andor the Mitchell Plant O&M Agreement as are reasonably necessarybecomes effective prior to comply withClosing, none of Sellers or any of their Affiliates (including any Acquired Company) shall # effect or consent to any waiver, amendment or modification thereunder or take any action thereunder that would require the Mitchell Plant Approvals, includingconsent of Kentucky Power or the Operating Committee (as defined in respect of any settlement of the proceedings related thereto, in each case entered following the Effective Date, and to cause such parties to execute the Mitchell Plant Ownership AgreementAgreement) and that, in each case, would affect the Mitchell Plant O&M Agreement priorrights, obligations or operations of Purchaser or its Affiliates (including any Acquired Company) at any time from and after Closing or # adopt or agree to (including in connection with the Closing, as such agreements shall be so modified, if and to the extent that such agreements have been finalized and the Mitchell Plant Approvals have been obtained and have become Final Orders. For the avoidance of doubt, # any change in the formexecution or substance of the formseffectiveness of the Mitchell Plant Ownership Agreement or the Mitchell Plant O&M Agreement) or amend either # the Capital Budget, the initial annual operating budget or the initial forecast contemplated by the Mitchell Plant Ownership Agreement or # the Budget and Plan contemplated by the Mitchell Plant O&M Agreement, included as [Exhibit B] and [Exhibit C], respectively, to this Agreement, after the Effective Date, to the extent that such change is adverse to the interests of Purchaser or the Acquired Companies and relates to the period on and after the Closing Date and # any other undertaking, term, condition, liability, obligation, commitment or sanction imposed on or agreed to by the Acquired Companies in obtaining the Mitchell Plant Approvals that relates to the period on and after the Closing Date, in each case of [clauses (i) and (ii)])], without the prior written consent of Purchaser, which consent shall not be taken into account for purposes of any determination under this Agreement as to whether a Burdensome Condition shall have occurred.unreasonably withheld, conditioned or delayed.