Common use of Performance; No Default Clause in Contracts

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurred. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately the Closing. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Presentation that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Series 2019-A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately Closing. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Default, Event of Default or Change in Control shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date.. UGI UTILITIES, INC. NOTE PURCHASE AGREEMENT

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Restatement Closing and immediately before Date and after giving effect to the issue amendment and sale restatement of the applicable Existing Notes as Series A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Form 10-K that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately Closing. From the date of this Agreement until each Closing, before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Default, Event of Default or Change in Control shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at on such Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Notes to be sold on such Closing Date (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither On the Execution Date, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before Closing. Before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made 5.14) at such Closing), no Default or Event of Default shall have occurred and be continuing or and no Change of in Control shall have occurred. Neither the Company Company, the General Partner nor any Subsidiary shall have entered into any transaction since the date of the Memorandum September 2021 that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurred. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date.. ▇▇▇▇▇ Corporation Note Purchase Agreement

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such the Closing and immediately before and and, after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by described in Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since at any time following the date of the Memorandum most recent financial statements referred to in Section 5.5 that would have been prohibited by any of Section 10 10.1 and Section 10.6 had such Section Sections applied since from such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement each Senior Note Document required to be performed or complied with by it prior to or at such Closing the Closing. Before and immediately before and after giving effect to the issue issuance and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Presentation that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately the applicable Closing. From the date of this Agreement until the applicable Closing, before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or and no Change of in Control shall have occurred. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Presentation that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before the Closing. Before and after giving effect to the issue and sale of the applicable Notes to be issued at the Closing (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change continuing. None of Control shall have occurred. Neither the Company nor any Subsidiary of its Subsidiaries shall have entered into any transaction since the date of the Memorandum March 31, 2024 that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Annual Report on Form 10-K filed with the SEC prior to the Closing Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at on such Closing and immediately before Date, and after giving effect to the issue and sale of the applicable such Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before the Closing. Before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Default, Event of Default or Change in Control shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately the Closing. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Default, Event of Default or Change in Control shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it the Company prior to or at such Closing and immediately before the Closing, and after giving effect to the issue and sale of the applicable Series A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum most recent financial statements referred to in Schedule 5.5 hereto that would have been prohibited by Section 10 hereof had such Section Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before the Closing, and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such ClosingSCHEDULE 5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section SECTION 10 hereof had such Section SECTION applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Closing and immediately before and Date and, after giving effect to the issue and sale of the applicable Notes to be issued on the Closing Date (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither Prior to the Closing Date, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum December 31, 2009 that would have been prohibited by Section 10 Sections 10.3, 10.4, 10.5 or 10.6 had such Section Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither On the Execution Date, neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Annual Report on Form 10-K filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the Security Documents required to be performed or complied with by it prior to or at such on the Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Series 2010-A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before the Closing. Before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or and no Change of in Control shall have occurred. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum PPM that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately the Closing. From the Execution Date until the Closing, before and after giving effect to the issue and sale of the applicable Initial Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Execution Date that would have been prohibited by Section 10 hereof as if such provisions had applied to the Company since such date. The Company shall have been in compliance with the provisions of Section 9 hereof since the Execution Date as if such provisions had applied to the Company since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Series 2012-A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company's last Quarterly Report on Form 10-Q filed with the SEC that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately the Closing. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Default, Event of Default or Change in Control shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Investor Presentation that would have been prohibited by Section 10 had such Section applied since such date.. ‑2‑

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Series 2009-A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Quarterly Report on Form 10-Q filed with the SEC that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before the Closing. Before and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or and no Control Event and no Change of in Control shall have occurred. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum April 30, 2018 that would have been prohibited by Section 10 had such Section applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to the date hereof and prior to or at such the Closing and immediately before and after giving effect to the issue and sale of the applicable Class A Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing), 5.14) no Default or Event of Default shall have occurred and be continuing or no Change continuing. As of Control shall have occurred. Neither the date hereof and as of the Closing Date, neither he Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum June 30, 2015, that would have been prohibited by Section 10 Sections 10.1 through 10.4 had such Section Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing and immediately before the Closing, and after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such ClosingSchedule 5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Restricted Subsidiary (nor, in the case of Sec. 12.2, any Subsidiary) shall have entered into any transaction since the date of the Memorandum September 30, 1995 that would have been prohibited by Section 10 Sec. 10, 11 or 12 had such Section Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it on or prior to or at such the Closing and immediately before and Date and, after giving effect to the issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing)5.14) on the Closing Date, no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company Company, the Parent nor any Subsidiary shall have entered into any transaction since the date of the Memorandum March 1, 2008 that would have been prohibited by Section 10 Sections 10.1 or 10.10 had such Section Sections applied since such date.

Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such on the applicable Closing and immediately before Date, and after giving effect to the issue and sale of the applicable Series 2014-A Notes on such Closing Date (and the application of the proceeds thereof as contemplated by Section 5.14 to be made at such Closing5.14), no Default or Event of Default shall have occurred and be continuing or no Change of Control shall have occurredcontinuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum Company’s last Quarterly Report on Form 10-Q filed with the SEC prior to the Execution Date that would have been prohibited by Section 10 had such Section applied since such date.