Common use of Supplemental Disclosure Clause in Contracts

Supplemental Disclosure. Each of SDTS, SU and Oncor shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to any matter, whether or not in existence or known to such party at the date of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof.

Supplemental Disclosure. Each Within thirty (30) days after the end of SDTSeach Fiscal Quarter (or, SU if a Default has occurred and Oncor shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in the SDTS Disclosure Scheduleis continuing, SU Disclosure Schedule or the Oncor Disclosure Schedule, at such other times as applicableAgent may require upon no less than ten (10) days prior notice) and, with respect to SCHEDULES 3.6 and 3.20 only, promptly and in any matterevent within five (5) Business Days of any change in the information set forth in such Schedules, whether Borrower will supplement (or not cause to be supplemented) each Schedule hereto, (or SCHEDULE 3.6 and 3.20, as applicable) or representation herein or in existence any other Loan Document with respect to any matter hereafter arising which, if existing or known to such party occurring at the date of this Agreement. Any , would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; PROVIDED, that such supplement to such Schedules or amendment representations (except for any supplement to SCHEDULE 3.2, SCHEDULE 3.6 (solely relating to such Schedule's identification of real property owned, leased or used in each Loan Party's business), SCHEDULE 3.9 (i) solely relating to such Schedule's identification of Affiliates of Borrower and, without limiting SECTION 8.1(1), the Stock ownership of Borrower and the voting interests of the owners thereof), SCHEDULE 3.12 (A) listing of properties or assets included solely relating to the audits and extensions referred to in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule fourth and fifth sentences of assets to be delivered pursuant to Article I or Article IISECTION 3.12) or (B) the list of Easements set forth in an Easement ScheduleSCHEDULE 3.19, in each case solely to reflect changes the extent such supplement reflects actions in conformity with and not otherwise prohibited by the terms of the Loan Documents) shall not be deemed an amendment thereof unless expressly consented to in writing by Agent and Required Lenders, and no such propertiesamendments, assets except as the same may be consented to in a writing which expressly includes a waiver, shall be or Easements after be deemed a waiver by Agent or Lenders of any Default disclosed therein. Borrower shall, if so requested by Agent or Required Lenders, finish to Agent and each Lender as often as it reasonably requests, statements and schedules further identifying and describing the date of this Agreement that result from capital expenditures Collateral and such other reports in connection with the Collateral as Agent or acquisitions or sales or Required Lenders may reasonably request, all in reasonable detail, and, Borrower shall advise Agent and each Lender promptly, in reasonable detail, of(a) any Lien, other dispositions of properties and assets that are than as permitted pursuant to the covenants SECTION 6.7, attaching to or asserted against any of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicableCollateral, (iib) any material change in the composition of the Collateral, and (c) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent occurrence of any other party and shall be given effect for all purposes of this Agreement as if such supplement event or amendment had been reflected events which, individually or in the applicable disclosure schedule as of aggregate, could have or result in a Material Adverse Effect upon the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereofCollateral and/or Agent's Lien thereon.

Supplemental Disclosure. Each The Borrower, on the request of SDTSthe Agent or any Lender, SU and Oncor shall have the right from time to time during the Pre-Closing Period to supplement will (or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedulemay, as applicableit shall elect) supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Loan Document with respect to any mattermatter hereafter arising which, whether if existing or not in existence or known to such party occurring at the date of this Agreement. Any , would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided that such supplement to any such Schedule or representation shall not be deemed an amendment of thereof except if and to the extent that (i) the information disclosed in such supplement updates (A) listing of properties Schedule 3.2 or assets included Schedule 3.8 to include any Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in the SDTS Assetsaccordance with this Agreement, the SU Assets but includes no additional exceptions or the Oncor T Assets (including any schedule of assets other changes to be delivered pursuant to Article I or Article II) or said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the list of Easements set forth Borrower is in an Easement Schedulecompliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose (x) the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties if and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents or (y) commercial tort claims or instruments required to such list are expressly contemplated thereby shallbe disclosed in accordance with the terms thereof and, in the case of clauses any such supplement amending any schedule referred to in this clause (i) through (ivF), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed amended upon the delivery of written notice by the Borrower to include only that information contained therein on Agent of any such new property or location, or (ii) such amendment is expressly consented to in writing by the date of this Agreement Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Lenders of any Default disclosed therein. The Borrower shall, if so requested by the Agent or the Requisite Lenders, furnish to exclude the Agent and the Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent and the Lenders may reasonably request, all in reasonable detail, and the Borrower shall advise the Agent and the Lenders promptly, in reasonable detail, of (a) any information contained Lien, other than as permitted pursuant to Section 6.7, attaching to or asserted against any of the Collateral, (b) any material change in the composition of the Collateral, and (c) the occurrence of any supplement thereofother event which would have a Material Adverse Effect upon the Collateral and/or the Agent’s and Lenders’ Lien thereon.

Supplemental Disclosure. Each of SDTS, SU and Oncor Seller shall have the right from time to time during prior to the Pre-Closing Period to supplement or amend the information contained in the SDTS Disclosure Schedule, SU writing its Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to any matter, whether matter hereafter arising or not in existence discovered which if existing or known to such party at the date of this AgreementAgreement would have been required to be set forth or described in such Disclosure Schedule. Any supplement to or amendment If (without consideration of (ithe materiality qualifications contained in individual representations and warranties) the (A) listing of properties or assets included changes pursuant to such supplements and amendments, in the SDTS Assetsaggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the SU Assets or the Oncor T Assets (including any schedule of assets right to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of terminate this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to in accordance with the covenants of the parties procedures set forth in Section 7.017.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to any action or omission of Seller or Company, Section 7.02 Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and Section 7.03(b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, as applicableSeller have no obligation to reimburse Buyer. For the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (iib) the list announcement by the Seller of Easements set forth in an Easement Schedule its intention or agreement to sell the Company, (Ac) include additional Easements primarily related to the Subject SDTS Operations execution and delivery of this Agreement or Subject Oncor Operations, as applicablethe consummation of the transactions contemplated hereby or the announcement thereof, or (Bd) remove Easements that are not primarily related any force majeure event. If Buyer elects to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to complete Closing notwithstanding such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party Material and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicableAdverse Change Disclosures, the applicable disclosure schedule of such Material and Adverse Change Disclosures shall be deemed to include only that information contained therein on the date have cured any breach of any representation or warranty made in this Agreement and shall be deemed to exclude any information contained in any supplement thereoffor purposes of Article VIII.

Supplemental Disclosure. Each of SDTS, SU and Oncor Seller shall have the right from time to time during prior to the Pre-Closing Period Date to supplement or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, Schedules prepared by it with respect to any mattermatter not existing or, whether or not in existence or to the extent that a representation and warranty is qualified by a reference to the knowledge of Seller, known to such party at the date as of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures which, if existing or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule known by Seller as of the date of this Agreement, would have been required to be set forth or described in such Schedule. Except Seller shall provide any such supplemental disclosure as provided promptly as practicable. In the event that Seller delivers a supplemental disclosure within five business days of a date which otherwise would have been the Closing Date, Buyer shall have the right to delay the Closing in order to consider and evaluate the immediately preceding sentenceimpact of such disclosed matter; provided, however, that unless such disclosure renders a condition set forth in Section 7.2, other than Section 7.2(a), unsatisfied, the Closing shall occur on the next Monday (or, if such Monday is not a business day, the next business day thereafter) after the date which otherwise would have been the Closing Date. Any such supplemental disclosure will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the conditions to the obligations of Oncor, SDTS or SU set forth in Section 8.02, Section 8.03 or Section 8.04, respectively, 7.2(a) hereof have been fulfilledsatisfied as of the Closing Date, and but not for purposes of determining whether there has or not other conditions set forth in Section 7.2 hereof have been a breach of a representation or warranty that is the subject of indemnification under Section 10.01satisfied. Moreover, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall such additional disclosures will be deemed to include only have been disclosed for purposes of qualifying any of the representations and warranties made in or pursuant to this Agreement as of the Closing Date for purposes of determining whether Buyer and its related Indemnified Parties are entitled to indemnification pursuant to Section 9.1(a) (it being understood that information contained therein on all such representations and warranties set forth in Section 3.1 are being remade as of the Closing Date for purposes of Section 9.1(a) and that all such representations and warranties set forth in Section 3.2 are being remade as of the Closing Date for purposes of Section 9.2(a)). To the knowledge of Seller, as of the date hereof, there are no items that are required to be disclosed on a Schedule pursuant to the terms of this Agreement and shall be deemed to exclude any information contained in any supplement thereofthat are not so disclosed.

Supplemental Disclosure. Each of SDTS, SU and Oncor shall have the right from From time to time during the Pre-Closing Period closing Period, the Sellers and the Company shall have the continuing obligation promptly to supplement or amend the information contained Seller Disclosure Schedule (in the SDTS case of the Sellers) or the Company Disclosure Schedule, SU Schedule (in the case of the Sellers and the Company) with respect to any matter hereafter arising or discovered which would be required to be set forth or described in any section of the Seller Disclosure Schedule or the Oncor Company Disclosure Schedule, as applicable, with respect to any matter, whether or not Schedule in existence or known to such party at order for the date representations and warranties of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in Sellers and the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets Company to be delivered pursuant to Article I or Article II) or (B) the list of Easements true and correct at all times during such period; provided, however, that except as set forth in an Easement Schedulethe following sentence, in each case to reflect changes in such properties, assets or Easements after for the date purposes of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions the rights and obligations of properties and assets that are permitted pursuant the parties hereunder (including for purposes of the conditions to the covenants obligations of the parties set forth in Section 7.01Article X and the indemnification provisions contained in Article XII), Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Seller Disclosure Schedule to and the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall Company Disclosure Schedule will be deemed to include only that the information contained therein on the date of this Agreement and will be deemed to exclude all information contained in any such supplement or amendment. Notwithstanding the foregoing, (a) if the Seller Disclosure Schedule and/or the Company Disclosure Schedule are supplemented or amended during the Pre-closing Period to reflect any matter (i) that first arises after the date of this Agreement and, if existing on the date of this Agreement, would have been required to be set forth in the Seller Disclosure Schedule and/or the Company Disclosure Schedule in order for the representations and warranties of the Sellers and the Company to be true and correct and (ii) that does not arise, in whole or in substantial part, from a breach by the Sellers or the Company of any of their covenants or agreements set forth in this Agreement, and (b) if the Sellers and the Company acknowledge in writing to the Purchaser when such supplement or amendment is delivered to the Purchaser that the matter disclosed in such supplement or amendment would cause any of the conditions to the obligations of the Purchaser set forth in Article X to not be fulfilled at or prior to the Closing, and the Purchaser nonetheless proceeds with the Closing of the transactions contemplated by this Agreement, then, unless otherwise agreed in writing by the parties, such supplement or amendment shall be deemed to exclude have qualified, as applicable, the representations and warranties made as of the Closing Date by the Sellers or the Company (as applicable) pursuant to Article III, Article IV, Article V and Article VI (or elsewhere in this Agreement, if relevant) as applicable, and to have cured any information breach of any such representation or warranty made as of the Closing Date that may have otherwise existed hereunder in the absence of such supplement or amendment for purposes of determining any indemnification rights of the Purchaser Indemnified Parties contained in any supplement thereofthis Agreement.

Supplemental Disclosure. Each of SDTS, SU and Oncor Seller shall have the right from time to time during prior to the Pre-Closing Period to Date supplement or amend the information contained in the SDTS Disclosure Schedule, SU Seller's Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to any matter, whether matter hereafter arising or not in existence discovered which if existing or known to such party at the date of this AgreementAgreement would have been required to be set forth or described in Seller's Disclosure Schedule by giving prompt written notice to Purchaser. Any supplement such supplemental or amended disclosure shall not be deemed to have cured any such breach of representation or amendment warranty made in this Agreement, including for purposes of determining whether or not the conditions set forth in Article VII have been satisfied and indemnity obligations hereunder, and if the item so disclosed would result in a Material Adverse Effect, Purchaser shall be entitled to terminate this Agreement pursuant to Section 10.01(c). Notwithstanding the foregoing, Seller may provide a supplemental disclosure from time to time prior to the EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION Closing Date (i) to reflect the addition to Schedules 4.11(a)(i) through (Aa)(xiii) listing of properties or assets included in Company Contracts entered into during the SDTS Assets, Interim Period with the SU Assets or the Oncor T Assets (including any schedule prior written consent of assets to be delivered Purchaser pursuant to Article I Section 6.02 hereof, (ii) to disclose to Purchaser, and reflect that the Company or Article IIa Company Subsidiary has obtained, a new Company Permit during the Interim Period, filed a new Permit Application or received material documents and reports of the type described in Section 4.07(d) or (B) during the list of Easements set forth in an Easement ScheduleInterim Period, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties if and assets that are permitted pursuant to the covenants extent that such Company Permit, Permit Application or permit document/report was obtained in compliance with the terms of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable6.02, (iii) to reflect the list addition to Schedule 4.13(b) of Subject SDTS Transmission EasementsCompany Employee Benefit Plans entered into during the Interim Period with the prior written consent of Purchaser pursuant to Section 6.02 hereof, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list to disclose to Purchaser copies of SDTS Property set forth in Section 4.08(a) stock record books, minute books, bank accounts, and other corporate records of each of the SDTS Disclosure Schedule Company and Company Subsidiaries that were prepared after the date hereof to reflect in the records of the Company or an applicable Company Subsidiary corporate actions taken after the date hereof during the Interim Period in each case that were taken with the prior written consent of Purchaser if and to the extent revisions Purchaser has provided prior written consent in accordance with the terms of Section 6.02, and (v) to disclose to Purchaser copies of all material reports, assessments, analyses, reviews, audits and filings relating to known or potential Environmental Conditions, Environmental Liabilities or Environmental Attributes prepared by or on behalf of the Company during the Interim Period, if and to the extent such materials were prepared or obtained by the Company following the receipt by Seller of the prior written consent of Purchaser after the date hereof, and any such supplemental disclosure (A) with respect to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and a Company Contract shall be given effect deemed to have amended the applicable subsection of Schedule 4.11(a) and to reflect that such Company Contract has been Made Available to Purchaser for all purposes of this Agreement as if (provided, however, that such supplement disclosure does not in any way modify any other representations and warranties contained in this Agreement or amendment had been reflected in the applicable disclosure schedule as indemnity rights provided to Purchaser with respect thereto, regardless of the date of this Agreement. Except as provided in fact that such information was Made Available), (B) with respect to any such Company Permit, Permit Application or permit document/report shall be deemed to have amended the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU representation in Section 8.024.07(a), Section 8.03 4.07(c) or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.044.07(d), as applicable, to reflect that such Company Permit, Permit Application or permit document/report, as applicable, has been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the applicable disclosure schedule indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), (C) with respect to such Company Employee Benefit Plan shall be deemed to include only have amended Section 4.13(b) and to reflect that information contained therein on the date such Company Employee Benefit Plan has been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), (D) with respect to any stock record books, minute books, bank accounts, and other corporate records shall be deemed to exclude have amended the representation in Section 4.27(a) to reflect that such books and records and have been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any information way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), and (E) with respect to all material reports, assessments, analyses, reviews, audits and filings prepared by or on behalf of the Company relating to known or potential Environmental Conditions, Environmental Liabilities or Environmental Attributes shall be deemed to have amended Section 4.15(e) to reflect that such materials have been Made Available to Purchaser (provided, however, that such disclosure does not in any supplement thereof.way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available). Exhibit 10.86 EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Supplemental Disclosure. Each On the request of SDTS, SU and Oncor shall have the right from time to time during the Pre-Closing Period to supplement Agent or amend the information contained any Lender (in the SDTS Disclosure Schedule, SU Disclosure Schedule event that such information is not otherwise delivered by the Borrower to the Agent or the Oncor Disclosure ScheduleLenders pursuant to this Agreement), as applicablethe Borrower will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Loan Document with respect to any mattermatter hereafter arising which, whether if existing or not in existence or known to such party occurring at the date of this Agreement. Any , would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided that such supplement to any such Schedule or representation shall not be deemed an amendment of thereof except if and to the extent that (i) the information disclosed in such supplement updates (A) listing of properties Schedule 3.2 or assets included Schedule 3.8 to include any Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in the SDTS Assetsaccordance with this Agreement, the SU Assets but includes no additional exceptions or the Oncor T Assets (including any schedule of assets other changes to be delivered pursuant to Article I or Article II) or said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the list of Easements set forth Borrower is in an Easement Schedulecompliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties if and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to that each such list are expressly contemplated thereby shallproperty and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents and, in the case of clauses any such supplement amending any schedule referred to in this clause (i) through (ivF), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed amended upon the delivery of written notice by the Borrower to include only that information contained therein on Agent of any such new property or location, or (ii) such amendment is expressly consented to in writing by the date of this Agreement Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Lenders of any Default disclosed therein. The Borrower shall, if so requested by the Agent or the Requisite Lenders, furnish to exclude the Agent and the Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent and the Lenders may reasonably request, all in reasonable detail, and the Borrower shall advise the Agent and the Lenders promptly, in reasonable detail, of (a) any information contained Lien, other than as permitted pursuant to Section 6.7, attaching to or asserted against any of the Collateral, (b) any material change in the composition of the Collateral, and (c) the occurrence of any supplement thereofother event which would have a Material Adverse Effect upon the Collateral and/or the Agent’s and Lenders’ Lien thereon.

Supplemental Disclosure. Each of SDTS, SU (a) The Target Companies and Oncor the Sellers shall have the continuing right from time to time during until the Pre-Closing Period to supplement or amend amend, the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, Schedules with respect to any mattermatter hereafter arising that, whether or not in existence if existing or known to such party at the date of this Agreement. Any supplement , would have been required to be set forth or amendment of (i) the (A) listing of properties or assets included described in the SDTS Assets, Schedules listed in Articles III and IV above. The parties agree that to the SU Assets or the Oncor T Assets (including extent any schedule of assets representation contained in Articles III and IV above does not make reference to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement a Schedule, in each case to reflect changes in such properties, assets or Easements but as a result of circumstances arising after the date of this Agreement the inclusion of exceptions in a Schedule to such representation is necessary to make such representation not inaccurate, the Target Companies and the Sellers will be entitled to create the respective schedule prior to Closing; provided such new or revised schedule, as the case may be, may exclusively refer to actions, facts or situations created or arising from activities performed after the date hereof, that derive from the ordinary course of business of the Target Companies, that do not result from capital expenditures or acquisitions or sales or other dispositions in a Material Adverse Effect on the Target Companies, and if applicable, are in compliance with Section 6.1 hereof (the “Supplemental Disclosure Standards”). All of properties and assets that the foregoing, in the understanding, however, that, (i) such supplemental disclosures are permitted pursuant in order to make the covenants of statements contained in such Schedules, or in the parties set forth relevant representation in Section 7.01the case such representation does not make reference to a Schedule, Section 7.02 accurate and Section 7.03true, as applicable, and (ii) the list of Easements set forth such new information will not release Sellers from, or otherwise affect or limit, their obligation to indemnify Purchasers for any Losses that could arise from, or in an Easement Schedule to (A) include additional Easements primarily related connection with, such supplemental disclosures due to the Subject SDTS Operations or Subject Oncor Operationsfact that it was disclosed to Purchasers, as applicableexcept for any update made in compliance with the Supplemental Disclosure Standards to Schedules 3.11(a)(i) (Real Property) (in this case, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, solely for purposes of determining whether updating the conditions to status of registration of the obligations deeds of Oncorcancellation referred therein), SDTS or SU 3.12(a) (Leased Property), 3.14(a) (Material Contracts), 3.15(a)(i) (Sanitary Licenses) (in Section 8.02this case, Section 8.03 or Section 8.04, respectively, have been fulfilled, and solely for purposes of determining whether there has been a breach of a representation or warranty that is including additional Sanitary Licenses obtained by the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on Target Companies between the date of this Agreement and shall be deemed the Closing Date), 3.16(a) (Intellectual Property) (in this case, solely for purposes of including additional Target Company Intellectual Property or to exclude reflect the renewal of any information contained existing Target Company Intellectual Property), 3.17 (Suppliers), 3.22(a) (Key Employees), 3.23(a) (Employee Benefits), 3.24 (Collective Bargaining Agreements), 3.25 (Insurance Policies), and 3.26 (Related Party Transactions), in which case the accurate disclosure by Sellers of the relevant matter or situation would release them from any supplement thereofindemnification liability or responsibility under Article X in connection with such matters.

Supplemental Disclosure. Each of SDTS, SU Seller and Oncor the Company shall have the right from time to time during the Pre-period commencing on the date hereof and ending on the Closing Period Date to supplement or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, Schedules delivered by it to Purchaser (a) with respect to any matter, whether or matter that (i) was not in existence or known to such party at the date of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicableor, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are provided such matter was not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions known to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of at the date of this Agreement, did not occur prior to March 1, 2006 and, in either case, is not the result of any action taken by Seller or the Company that constitutes a breach of its covenants contained in this Agreement or (b) with respect to any other matter, whether or not it was in existence at or had occurred prior to March 1, 2006. Except as provided otherwise consented to by Purchaser in writing, no such disclosure will be deemed to have cured for any purposes any breach of a representation or warranty made by Seller or the immediately preceding sentenceCompany in this Agreement that would not have occurred if such disclosure had been made at the time of the execution and delivery of this Agreement; provided, however, that any supplements to Section 5.10 of the Company Disclosure Schedule (including any supplements with respect to the representations and warranties contained in Appendix A) which are of the type described in clause (a) above shall be deemed to have cured for all purposes any breach of the representations and warranties made by the Company in Section 5.10 (including Appendix A), including for purposes of (i) determining whether or not the conditions to the obligations of Oncor, SDTS or SU Purchaser set forth in Section 8.02, Section 8.03 or Section 8.04, respectively, 8.1 have been fulfilledsatisfied, (ii) qualifying the representations and for purposes of warranties made by Seller or the Company in Section 5.10 (including Appendix A) and (iii) determining whether there has been a breach or to what extent any Purchaser Indemnified Party is entitled to indemnification pursuant to the provisions of a representation or warranty that is Article XI with respect to breaches of the subject of indemnification under representations and warranties in Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof5.10 (including Appendix A).

Supplemental Disclosure. Each (a) No later than the fifth (5th) Business Day after the date hereof, the Sellers shall provide to Apollo an updated version of SDTSthe Seller Disclosure Letter, SU and Oncor shall have the right from time to time during the Pre-Closing Period to supplement including any fact, event, circumstance, occurrence or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to existence of any matter, whether or not condition in existence or known to such party at the date as of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants has caused any of the parties set forth Sellers’ representations or warranties contained in Section 7.01, Section 7.02 and Section 7.03, this Agreement to be untrue or inaccurate as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS date of this Agreement (the “Updated Disclosure Schedule to Letter”). If, but for the extent revisions to disclosure of any of such list are expressly contemplated thereby shallfacts, events, circumstances, occurrences or existence of conditions disclosed in the case Updated Disclosure Letter but not disclosed in the Seller Disclosure Letter delivered as of clauses the date hereof (the foregoing, “New Disclosures”), (i) through any Fundamental Representation would have been untrue or inaccurate in any respect (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement with only such exceptions as if such supplement or amendment had been reflected in the applicable disclosure schedule are de minimis) as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a (ii) any representation or warranty that is described in the subject second sentence of indemnification under Section 10.01, Section 10.02, Section 10.03 5.2(a) (read without giving effect to any qualifications or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information exceptions contained therein on regarding materiality, “Material to a Reasonable Investor”, “Material Adverse Effect” or similar qualification, except for references to “Material Contracts”) would have been untrue or inaccurate in any material respect as of the date of this Agreement and shall be deemed to exclude Agreement, or (iii) any information other representation or warranty of the Sellers contained in Article II of this Agreement (read without giving effect to any supplement thereofqualifications or exceptions contained therein regarding materiality, “Material to a Reasonable Investor”, “Material Adverse Effect” or similar qualification, except for references to “Material Contracts”) would have been untrue or inaccurate except for such failures to be true and correct that individually or in the aggregate would not be Material to a Reasonable Investor, then Apollo may, at its sole election, either (i) terminate this Agreement by delivering written notice of such termination to the Sellers within three (3) Business Days of receiving the Updated Disclosure Letter, or (ii) not terminate this Agreement, in which case any New Disclosure shall not affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions of the obligations of the parties under this Agreement, including with respect to the Sellers’ indemnification obligations under Section 7.1.

Supplemental Disclosure. Each of SDTS, SU and Oncor The Seller Parties shall have the right from time continuing obligation to time during the Pre-Closing Period to promptly supplement or amend the information contained in representations and warranties of the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure ScheduleSeller Parties herein, as applicablewell the schedules annexed hereto, with respect to any mattermatter hereafter arising or discovered which, whether or not in existence if existing or known to such party at the date of this Agreement. Any supplement to , would have rendered the such representations or amendment of (i) the (A) listing of properties warranties untrue, or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets would have been required to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Scheduleon, in each case to reflect changes in or described in, such propertiesschedules; provided, assets or Easements after however, that for the date purpose of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties the rights and assets that are permitted pursuant to the covenants obligations of the parties set forth in Section 7.01hereunder, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule any such supplemental or amended disclosure shall not be deemed to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had have been reflected in the applicable disclosure schedule disclosed as of the date of this Agreement. Except as provided Agreement unless the same reflect matters occurring in the immediately preceding sentenceordinary course, for purposes consistent with past practices, or, if not in the ordinary course, consistent with part practices, then they shall only be deemed so if agreed to in writing by Purchaser, in its sole and absolute discretion. Until the Closing, the Seller Parties shall promptly notify the Purchaser in writing of determining whether any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VII of this Agreement becoming incapable of being satisfied. The Seller Parties may, from time to time, prior to or at the obligations of OncorClosing, SDTS by written notice given in accordance with this Agreement, supplement or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been amend the schedule hereto to correct any matter that would otherwise constitute a breach of a representation any representation, warranty, covenant or warranty agreement contained herein, provided that is the subject of indemnification under Section 10.01same shall occur in the ordinary course, Section 10.02consistent with past practices, Section 10.03 or Section 10.04with respect to which Purchaser shall agree in writing, as applicablein Purchaser’s sole discretion, to any such supplement or amendment. Notwithstanding any other provision hereof to the contrary, the applicable disclosure schedule shall schedules annexed hereto and the representations and warranties made by the Seller Parties shall, if and to the extent occurring in the ordinary course of business, consistent with past practices, or agreed to in writing by Purchaser, in Purchaser’s sole discretion, be deemed for all purposes to include only that information contained therein and reflect such supplements and amendments as of the date hereof and at all times thereafter, including as of the Closing. The Parties acknowledge that, on the date execution of this Agreement and shall Agreement, certain of the schedules may not be deemed complete, but, subject to exclude any information contained in any supplement thereofthe foregoing, will be completed prior to or at Closing.

Supplemental Disclosure. Each of SDTS, SU and Oncor shall have the right from From time to time during as may be necessary, ----------------------- Borrower may, or at the Pre-Closing Period request of Agent or any Lender, Borrower shall supplement (or cause to supplement be supplemented) each Schedule hereto, or amend the information contained representation herein or in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, any other Loan Document with respect to any mattermatter hereafter arising which, whether if existing or not in existence or known to such party occurring at the date of this Agreement. Any , would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided, that such supplement to such Schedule or -------- representation shall not be deemed an amendment thereof unless expressly consented to in writing by Agent, or (a) with respect to amendments to Schedule -------- 3.2, Borrower has provided Agent with not less than thirty (30) days prior --- written notice and Borrower has executed and delivered to Agent all documents requested by Agent to maintain the perfection and priority of Agent's Liens on the Collateral, and (ib) with respect to amendments to Schedule 3.19 or Schedule ------------- -------- 3.20, Borrower has provided Agent with not less than thirty (30) days prior ---- written notice, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by Lenders of any Default disclosed therein. Borrower shall, if so requested by Agent or Required Lenders, furnish to Agent and Lenders as often as they reasonably request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent or Required Lenders may reasonably request, all in reasonable detail, and, Borrower shall advise Agent and Lenders promptly, in reasonable detail, of any of the following of which Borrower becomes aware: (Aa) listing any Lien, other than as permitted pursuant to Section 6.7, ----------- attaching to or asserted against any of properties or assets included the Collateral; (b) any material deterioration in the SDTS AssetsCollateral; (c) any cancellation, the SU Assets termination, non-renewal, default or the Oncor T Assets other material occurrence with respect to a Material Franchise Agreement; (including d) any schedule of assets to be delivered pursuant to Article I or Article II) or (B) change in the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties Material Franchise Agreements; and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (iie) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent occurrence of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in event which would have a Material Adverse Effect upon the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereofCollateral and/or Agent's Lien thereon.

Supplemental Disclosure. Each of SDTS, SU and Oncor Seller shall have the right from time to time during prior to the Pre-Closing Period Date to supplement or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, Schedules prepared by it with respect to any mattermatter not existing or, whether to the extent that a representation or not in existence or warranty is qualified by a reference to the knowledge of Seller, known to such party at the date as of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures which, if existing or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule known by Seller as of the date of this Agreement, would have been required to be set forth or described in such Schedule. Except Seller shall provide any such supplemental disclosure as provided promptly as practicable. In the event that Seller delivers a supplemental disclosure within five business days of a date which otherwise would have been the Closing Date, Buyer shall have the right to delay the Closing in order to consider and evaluate the immediately preceding sentenceimpact of such disclosed matter; provided, however, that unless such disclosure renders a condition set forth in Section 7.2, other than Section 7.2(a), unsatisfied, the Closing shall occur on the next Monday (or, if such Monday is not a business day, the next business day thereafter) after the date which otherwise would have been the Closing Date. Any such supplemental disclosure will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the conditions to the obligations of Oncor, SDTS or SU set forth in Section 8.02, Section 8.03 or Section 8.04, respectively, 7.2(a) hereof have been fulfilledsatisfied as of the Closing Date, and but not for purposes of determining whether there has or not other conditions set forth in Section 7.2 hereof have been a breach satisfied. Moreover, such additional disclosures will be deemed not to have been disclosed for purposes of a representation qualifying any of the representations and warranties made in or warranty pursuant to this Agreement as of the Closing Date for purposes of determining whether Buyer and its related Indemnified Parties are entitled to indemnification pursuant to Section 9.1(a) (it being understood that is all such representations and warranties set forth in Section 3.1 are being remade as of the subject Closing Date for ASSET PURCHASE AGREEMENT 44 EXECUTION VERSION purposes of indemnification under Section 10.01, 9.1(a) and that all such representations and warranties set forth in Section 10.02, 3.2 are being remade as of the Closing Date for purposes of Section 10.03 or Section 10.049.2(a)). To the knowledge of Seller, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on of the date hereof, there are no items that are required to be disclosed on a Schedule pursuant to the terms of this Agreement and shall be deemed to exclude any information contained in any supplement thereofthat are not so disclosed.

Supplemental Disclosure. Each In the event that Seller discovers or becomes aware of SDTSany matter hereafter arising or discovered which, SU if existing and Oncor shall known at the Effective Date, would have the right from time been required to time during the Pre-Closing Period to supplement have been set forth or amend the information contained described in the SDTS such Disclosure Schedule, SU it may submit to the Purchaser in writing a proposed supplement to the Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to any matter, whether or not in existence or known to such party at the date of this Agreement. Any supplement to or amendment of (a “Proposed Supplement”) no later than (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses environmental matters, the Environmental Due Diligence Deadline, or (ii) in the case of all other matters, August 1, 2003. Purchaser shall notify Seller in writing no later than (i) through in the case of environmental matters, ten (iv)10) days after the Environmental Due Diligence Deadline, be permitted without or (ii) in the consent case of all other matters, August 11, 2003, whether, in its sole discretion, it accepts the Proposed Supplement or whether it desires additional time to conduct Due Diligence with respect to the matters raised in a Proposed Supplement. In the event Purchaser notifies Seller that it desires additional time to conduct Due Diligence of any matter disclosed in a Proposed Supplement, Purchaser shall have until (i) in the case of environmental matters, sixty (60) days after the Environmental Due Diligence Deadline, or (ii) in the case of all other party matters, September 26, 2003, to complete its Due Diligence (the “Extended Due Diligence Period”). During the Extended Due Diligence Period, Purchaser and Seller shall negotiate with one another and shall attempt to reach a mutually agreeable resolution with respect to the matters disclosed in any Proposed Supplement. No later than the end of the Extended Due Diligence Period, Purchaser shall notify Seller in writing whether or not, in its sole discretion, it consents to any Proposed Supplement, or any portion thereof, and the conditions on which any such consent is being given. Upon satisfaction of such conditions, the matters to which consent has been given shall constitute a “Supplement,” and any such Supplement shall be given effect for all purposes of under or in connection with this Agreement and the transactions contemplated hereby as if made on the Effective Date. Notwithstanding the foregoing, Purchaser’s knowledge of any matter contained in a Proposed Supplement and Purchaser’s decision to exclude any or all of such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions matters from any Supplement is not intended to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilledbe, and shall not be deemed to be, a waiver of Purchaser’s rights to recover from Seller for purposes of determining whether there has been a any breach of a any representation or warranty that is the subject of indemnification or any covenant under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereofor a waiver of Purchaser’s rights under Article VI.

Supplemental Disclosure. Each of SDTS, SU and Oncor shall have the right The Company may from time to time during prior to the Pre-Closing Period to Date supplement or amend in writing the information contained in the SDTS Disclosure ScheduleSchedules hereto (each, SU individually, a “Disclosure Schedule or Supplement”, and collectively, the Oncor “Disclosure Schedule, as applicable, Schedule Supplements”) with respect to any mattermatter hereafter arising that, whether or not in existence if existing or known to such party at the date of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided , would have been required to be set forth or described in the immediately preceding Disclosure Schedules. Regardless of whether the Company determines to provide Parent with one or more Disclosure Schedule Supplements pursuant to the prior sentence, for purposes the Company shall be required to inform Parent fully with respect to any matter hereafter arising that, if existing or known as of determining whether the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. During the same period, the Company and Holders shall also promptly notify Parent of the occurrence of any breach of any covenant of the Company or the Holders contained herein, or of any Event that may make the satisfaction of the conditions to the obligations of Oncor, SDTS or SU set forth in Section 8.027 of this Agreement impossible or unlikely. To the extent that any Disclosure Schedule Supplements, individually or in the aggregate, do not disclose items that could reasonably be expected to lead to aggregate Losses in excess of $2,000,000, then (i) Parent and the Holders shall share equally in all such Losses, with each such party bearing one-half of the Loss, and (ii) such Disclosure Schedule Supplement(s) shall not have any effect on the satisfaction of the condition to closing set forth in Section 8.03 7.2(a)(i). To the extent that any Disclosure Schedule Supplements, individually or collectively, disclose items that could reasonably be expected to lead to aggregate Losses in excess of $2,000,000, then the closing condition set forth in Section 8.04, respectively, 7.2(a)(i) shall be deemed not to have been fulfilledsatisfied, and for purposes Parent will have the right to terminate this Agreement upon receipt of determining whether there has been a breach such Disclosure Schedule Supplement(s). If the Closing shall occur, however, then Parent and the Holders shall share equally in all such aggregate Losses up to an aggregate of a representation or warranty that is $2,000,000 with Parent bearing one-half of such Loss and the subject other one-half of indemnification under Section 10.01the Loss being paid to Parent from the Indemnity Escrow Amount, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule and Parent shall be deemed to include only have waived any right to recover pursuant to Article 8 hereof any portion of such aggregate Losses in excess of $2,000,000 except for any rights that information contained therein on Parent has in the event of fraudulent actions by the Company or the Holders. In the event the Company does not provide Parent with one or more Disclosure Schedule Supplements with respect to any matter hereafter arising that, if existing or known as of the date of this Agreement and Agreement, would have been required to be set forth or described in the Disclosure Schedules, then, if the Closing occurs, Parent shall be deemed entitled to exclude recover the amount of any information contained in any supplement thereofLosses related to such matter that Parent is entitled to receive under Article 8 hereof.

Supplemental Disclosure. Each (c) No later than the fifth (5th) Business Day after the date hereof, the Sellers shall provide to Apollo an updated version of SDTSthe Seller Disclosure Letter, SU and Oncor shall have the right from time to time during the Pre-Closing Period to supplement including any fact, event, circumstance, occurrence or amend the information contained in the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to existence of any matter, whether or not condition in existence or known to such party at the date as of this Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth in an Easement Schedule, in each case to reflect changes in such properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants has caused any of the parties set forth Sellers’ representations or warranties contained in Section 7.01, Section 7.02 and Section 7.03, this Agreement to be untrue or inaccurate as applicable, (ii) the list of Easements set forth in an Easement Schedule to (A) include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS date of this Agreement (the “Updated Disclosure Schedule to Letter”). If, but for the extent revisions to disclosure of any of such list are expressly contemplated thereby shallfacts, events, circumstances, occurrences or existence of conditions disclosed in the case Updated Disclosure Letter but not disclosed in the Seller Disclosure Letter delivered as of clauses the date hereof (the foregoing, “New Disclosures”), (i) through any Fundamental Representation would have been untrue or inaccurate in any respect (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement with only such exceptions as if such supplement or amendment had been reflected in the applicable disclosure schedule are de minimis) as of the date of this Agreement. Except as provided in the immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, and for purposes of determining whether there has been a breach of a (ii) any representation or warranty that is described in the subject second sentence of indemnification under Section 10.01, Section 10.02, Section 10.03 5.2(a) (read without giving effect to any qualifications or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information exceptions contained therein on regarding materiality, “Material to a Reasonable Investor”, “Material Adverse Effect” or similar qualification, except for references to “Material Contracts”) would have been untrue or inaccurate in any material respect as of the date of this Agreement and shall be deemed to exclude Agreement, or (iii) any information other representation or warranty of the Sellers contained in Article II of this Agreement (read without giving effect to any supplement thereofqualifications or exceptions contained therein regarding materiality, “Material to a Reasonable Investor”, “Material Adverse Effect” or similar qualification, except for references to “Material Contracts”) would have been untrue or inaccurate except for such failures to be true and correct that individually or in the aggregate would not be Material to a Reasonable Investor, then Apollo may, at its sole election, either (i) terminate this Agreement by delivering written notice of such termination to the Sellers within three (3) Business Days of receiving the Updated Disclosure Letter, or (ii) not terminate this Agreement, in which case any New Disclosure shall not affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions of the obligations of the parties under this Agreement, including with respect to the Sellers’ indemnification obligations under Section 7.1.