Form 8-K

8-K — UGI CORP /PA/

Accession: 0001104659-26-118169

Filed: 2026-10-22

Period: 2026-10-16

CIK: 0000884614

SIC: 4932 (GAS & OTHER SERVICES COMBINED)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ugi-20261016x8k.htm (Primary)

EX-10.1 (ugi-ex10d1.htm)

GRAPHIC (ugi-ex10d1g001.jpg)

GRAPHIC (ugi-ex10d1g002.jpg)

GRAPHIC (ugi-ex10d1g003.jpg)

GRAPHIC (ugi-ex10d1g004.jpg)

GRAPHIC (ugi-ex10d1g005.jpg)

GRAPHIC (ugi-ex10d1g006.jpg)

GRAPHIC (ugi-ex10d1g007.jpg)

GRAPHIC (ugi-ex10d1g008.jpg)

GRAPHIC (ugi-ex10d1g009.jpg)

GRAPHIC (ugi-ex10d1g010.jpg)

GRAPHIC (ugi-ex10d1g011.jpg)

GRAPHIC (ugi-ex10d1g012.jpg)

GRAPHIC (ugi-ex10d1g013.jpg)

GRAPHIC (ugi-ex10d1g014.jpg)

GRAPHIC (ugi-ex10d1g015.jpg)

GRAPHIC (ugi-ex10d1g016.jpg)

GRAPHIC (ugi-ex10d1g017.jpg)

GRAPHIC (ugi-ex10d1g018.jpg)

GRAPHIC (ugi-ex10d1g019.jpg)

GRAPHIC (ugi-ex10d1g020.jpg)

GRAPHIC (ugi-ex10d1g021.jpg)

GRAPHIC (ugi-ex10d1g022.jpg)

GRAPHIC (ugi-ex10d1g023.jpg)

GRAPHIC (ugi-ex10d1g024.jpg)

GRAPHIC (ugi-ex10d1g025.jpg)

GRAPHIC (ugi-ex10d1g026.jpg)

GRAPHIC (ugi-ex10d1g027.jpg)

GRAPHIC (ugi-ex10d1g028.jpg)

GRAPHIC (ugi-ex10d1g029.jpg)

GRAPHIC (ugi-ex10d1g030.jpg)

GRAPHIC (ugi-ex10d1g031.jpg)

GRAPHIC (ugi-ex10d1g032.jpg)

GRAPHIC (ugi-ex10d1g033.jpg)

GRAPHIC (ugi-ex10d1g034.jpg)

GRAPHIC (ugi-ex10d1g035.jpg)

GRAPHIC (ugi-ex10d1g036.jpg)

GRAPHIC (ugi-ex10d1g037.jpg)

GRAPHIC (ugi-ex10d1g038.jpg)

GRAPHIC (ugi-ex10d1g039.jpg)

GRAPHIC (ugi-ex10d1g040.jpg)

GRAPHIC (ugi-ex10d1g041.jpg)

GRAPHIC (ugi-ex10d1g042.jpg)

GRAPHIC (ugi-ex10d1g043.jpg)

GRAPHIC (ugi-ex10d1g044.jpg)

GRAPHIC (ugi-ex10d1g045.jpg)

GRAPHIC (ugi-ex10d1g046.jpg)

GRAPHIC (ugi-ex10d1g047.jpg)

GRAPHIC (ugi-ex10d1g048.jpg)

GRAPHIC (ugi-ex10d1g049.jpg)

GRAPHIC (ugi-ex10d1g050.jpg)

GRAPHIC (ugi-ex10d1g051.jpg)

GRAPHIC (ugi-ex10d1g052.jpg)

GRAPHIC (ugi-ex10d1g053.jpg)

GRAPHIC (ugi-ex10d1g054.jpg)

GRAPHIC (ugi-ex10d1g055.jpg)

GRAPHIC (ugi-ex10d1g056.jpg)

GRAPHIC (ugi-ex10d1g057.jpg)

GRAPHIC (ugi-ex10d1g058.jpg)

GRAPHIC (ugi-ex10d1g059.jpg)

GRAPHIC (ugi-ex10d1g060.jpg)

GRAPHIC (ugi-ex10d1g061.jpg)

GRAPHIC (ugi-ex10d1g062.jpg)

GRAPHIC (ugi-ex10d1g063.jpg)

GRAPHIC (ugi-ex10d1g064.jpg)

GRAPHIC (ugi-ex10d1g065.jpg)

GRAPHIC (ugi-ex10d1g066.jpg)

GRAPHIC (ugi-ex10d1g067.jpg)

GRAPHIC (ugi-ex10d1g068.jpg)

GRAPHIC (ugi-ex10d1g069.jpg)

GRAPHIC (ugi-ex10d1g070.jpg)

GRAPHIC (ugi-ex10d1g071.jpg)

GRAPHIC (ugi-ex10d1g072.jpg)

GRAPHIC (ugi-ex10d1g073.jpg)

GRAPHIC (ugi-ex10d1g074.jpg)

GRAPHIC (ugi-ex10d1g075.jpg)

GRAPHIC (ugi-ex10d1g076.jpg)

GRAPHIC (ugi-ex10d1g077.jpg)

GRAPHIC (ugi-ex10d1g078.jpg)

GRAPHIC (ugi-ex10d1g079.jpg)

GRAPHIC (ugi-ex10d1g080.jpg)

GRAPHIC (ugi-ex10d1g081.jpg)

GRAPHIC (ugi-ex10d1g082.jpg)

GRAPHIC (ugi-ex10d1g083.jpg)

GRAPHIC (ugi-ex10d1g084.jpg)

GRAPHIC (ugi-ex10d1g085.jpg)

GRAPHIC (ugi-ex10d1g086.jpg)

GRAPHIC (ugi-ex10d1g087.jpg)

GRAPHIC (ugi-ex10d1g088.jpg)

GRAPHIC (ugi-ex10d1g089.jpg)

GRAPHIC (ugi-ex10d1g090.jpg)

GRAPHIC (ugi-ex10d1g091.jpg)

GRAPHIC (ugi-ex10d1g092.jpg)

GRAPHIC (ugi-ex10d1g093.jpg)

GRAPHIC (ugi-ex10d1g094.jpg)

GRAPHIC (ugi-ex10d1g095.jpg)

GRAPHIC (ugi-ex10d1g096.jpg)

GRAPHIC (ugi-ex10d1g097.jpg)

GRAPHIC (ugi-ex10d1g098.jpg)

GRAPHIC (ugi-ex10d1g099.jpg)

GRAPHIC (ugi-ex10d1g100.jpg)

GRAPHIC (ugi-ex10d1g101.jpg)

GRAPHIC (ugi-ex10d1g102.jpg)

GRAPHIC (ugi-ex10d1g103.jpg)

GRAPHIC (ugi-ex10d1g104.jpg)

GRAPHIC (ugi-ex10d1g105.jpg)

GRAPHIC (ugi-ex10d1g106.jpg)

GRAPHIC (ugi-ex10d1g107.jpg)

GRAPHIC (ugi-ex10d1g108.jpg)

GRAPHIC (ugi-ex10d1g109.jpg)

GRAPHIC (ugi-ex10d1g110.jpg)

GRAPHIC (ugi-ex10d1g111.jpg)

GRAPHIC (ugi-ex10d1g112.jpg)

GRAPHIC (ugi-ex10d1g113.jpg)

GRAPHIC (ugi-ex10d1g114.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ugi-20261016x8k.htm · Sequence: 1

UGI CORP /PA/_October 16, 2026

0000884614falseUGI CORP /PA/00008846142026-10-162026-10-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2026

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction

of Incorporation)

1-11071

(Commission

File Number)

23-2668356

(IRS Employer

Identification No.)

500 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 337-1000

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, without par value

UGI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 16, 2026 (the “Effective Date”), UGI Energy Services, LLC (“UGIES”), a Pennsylvania limited liability company and an indirect, wholly owned subsidiary of UGI Corporation (the “Registrant”), and Energy Services Funding Corporation, a wholly owned special purpose subsidiary of UGIES (“ESFC”), entered into that certain Amendment No. 27 (the “Amendment”) to the Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time, the “RPA”), among UGIES, as servicer, ESFC, as seller, PNC Bank, National Association, as issuer and administrator (“PNC”) and PNC Capital Markets LLC (“PNCM”), as structuring agent.

The Amendment provides for, among other things, extending the Facility Termination Date from October 16, 2026 to October 15, 2027.

The RPA was entered into in conjunction with a Purchase and Sale Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time, the “PSA”) between UGIES and ESFC. Under the RPA, UGIES transfers, on an ongoing basis and without recourse, its trade accounts receivable to ESFC. ESFC, in turn, has, in the past, sold, and, subject to certain conditions, may, from time to time in the future, sell an undivided interest in some or all of the receivables to PNC. ESFC’s and UGIES’s obligations under the RPA and PSA are secured by all receivables under the receivables pool, as well as the related security, the collections thereof and the lock-box accounts into which the proceeds thereof are to be remitted.

As amended, the scheduled termination date of the RPA is October 15, 2027, although the RPA may terminate prior to such date upon a termination event. The RPA contains customary indemnifications by ESFC as seller and UGIES, as servicer, as well as customary representations and warranties and affirmative and negative covenants applicable to ESFC as seller and UGIES as servicer for agreements of this type.

The PSA provides for customary termination events (in certain cases, with grace or cure periods), including, among other things, in the event of nonpayment of amounts due under the RPA, a representation or warranty proving to have been incorrect when made, failure to comply with covenants and limitations on certain ratios with respect to receivables, and a change of control of UGIES or ESFC.

PNC or its affiliates has in the past made, and may in the future make, loans to the Registrant or its affiliates, provide other fee-based financial services, and act in various agency roles under credit facilities of the Registrant or its affiliates. Affiliates of PNC have in the past provided, and may in the future provide, the Registrant or its affiliates with investment banking and advisory services for which they have received, and in the future may receive, customary compensation.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number:

Description

10.1

Amendment No. 27, dated as of October 16, 2026, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, PNC Bank, National Association, as issuer and administrator, and PNC Capital Markets LLC, as structuring agent.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UGI Corporation

October 22, 2026

By:

/s/ Jessica A. Milner

Name:

Jessica A. Milner

Title:

Secretary

EX-10.1

Filename: ugi-ex10d1.htm · Sequence: 2

EXECUTION VERSION

1762857610 01917304

AMENDMENT NO. 27

Dated as of October 16, 2026

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 30, 2001

This AMENDMENT NO. 27 (this “Amendment”) dated as of October 16, 2026 is entered

into among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as the

seller (the “Seller”), UGI ENERGY SERVICES, LLC (as successor to UGI Energy Services, Inc.),

a Pennsylvania limited liability company (“UGI”), as initial servicer (in such capacity, together

with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK,

NATIONAL ASSOCIATION, a national banking association (“PNC”), as issuer (together with its

successors and permitted assigns, the “Issuer”) and as administrator (in such capacity, together

with its successors and assigns in such capacity, the “Administrator”) and PNC CAPITAL

MARKETS LLC (“PNCM”), a Pennsylvania limited liability company, as structuring agent (the

“Structuring Agent”).

RECITALS

WHEREAS, the parties hereto have previously entered into that certain Receivables

Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or otherwise

modified from time to time, the “Agreement”);

WHEREAS, the parties hereto wish to amend the Agreement as set forth herein;

WHEREAS, concurrently herewith, the Seller, Servicer, PNC and the Structuring Agent

are entering into a Twenty-First Amended and Restated Fee Letter (the “Fee Letter”); and

WHEREAS, concurrently herewith, the Seller, Servicer and PNC are entering into that

certain Deposit Account Control Agreement (the “DACA”).

NOW, THEREFORE, in consideration of the promises and the mutual agreements

contained herein and in the Agreement, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms used but not otherwise defined herein are

used herein as defined in the Agreement.

SECTION 2. Amendments to the Agreement. The Agreement is hereby amended to

incorporate the changes shown on the marked pages to the Agreement attached hereto as Exhibit A.

SECTION 3. Certain Representations, Warranties and Covenants. Each of the Seller,

UGI and the Servicer, as to itself, hereby represents and warrants that:

(a) the representations and warranties of such Person contained in Exhibit III

to the Agreement (as amended hereby) are true and correct as of the date hereof (unless

stated to relate solely to an earlier date, in which case such representations and warranties

were true and correct as of such earlier date);

Exhibit 10.1

1762857610 01917304 2

(b) the execution and delivery by such Person of this Amendment, and the

performance of its obligations under this Amendment and the Agreement (as amended

hereby) are within its organizational powers and have been duly authorized by all necessary

organizational action on its part, and this Amendment and the Agreement (as amended

hereby) are its valid and legally binding obligations, enforceable in accordance with its

terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws

affecting the enforcement of creditors’ rights generally; and

continuing, or would occur as a result of this Amendment.

SECTION 4. Effectiveness. This Amendment shall become effective as of the date hereof

provided that the Administrator shall have received:

(a) counterparts to this Amendment executed by each of the parties hereto;

(b) counterparts to the Fee Letter duly executed by each of the parties thereto;

Letter) has been paid in full;

(d) counterparts to the DACA duly executed by each of the parties thereto; and

(e) such other documents, agreements, certificates, instruments, opinions and

secretary’s certificates listed on Annex A hereto or as the Administrator reasonably request

prior to the date hereof

SECTION 5. References to Agreement. Upon the effectiveness of this Amendment, each

reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like

import shall mean and be a reference to the Agreement as amended hereby, and each reference to

the Agreement in any other document, instrument or agreement executed and/or delivered in

connection with the Agreement shall mean and be a reference to the Agreement as amended

hereby.

SECTION 6. Effect on the Agreement. Except as specifically amended above, the

Agreement and all other documents, instruments and agreements executed and/or delivered in

connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

SECTION 7. No Waiver. The execution, delivery and effectiveness of this Amendment

shall not operate as a waiver of any right, power or remedy of any party under the Agreement or

any other document, instrument or agreement executed in connection therewith, nor constitute a

waiver of any provision contained therein, except as specifically set forth herein.

SECTION 8. Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS

AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW

YORK (INCLUDING FOR SUCH PURPOSE SECTION 5-1401 AND 5-1402 OF THE

GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

1762857610 01917304 3

SECTION 9. Successors and Assigns. This Amendment shall be binding upon and shall

inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 10. Headings. The Section headings in this Amendment are inserted for

convenience of reference only and shall not affect the meaning or interpretation of this Amendment

or any provision hereof.

SECTION 11. Counterparts. This Amendment may be executed by the parties hereto in

several counterparts, each of which shall be deemed to be an original and all of which shall

constitute together but one and the same agreement. Delivery of an executed counterpart of a

signature page to this Amendment by facsimile or electronic transmission shall be effective as

delivery of a manually executed counterpart hereof.

SECTION 12. Severability. Each provision of this Amendment shall be severable from

every other provision of this Amendment for the purpose of determining the legal enforceability

of any provision hereof, and the unenforceability of one or more provisions of this Amendment in

one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable

in any other jurisdiction.

[Signature Pages Follow]

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the

Securities and Exchange Commission upon request.

Exhibit A Amendment No. 27 to

Receivables Purchase Agreement (UGI)

1762857610 01917304

EXHIBIT A

Amendments to the Agreement

(Attached)

EXHIBIT A TO TWENTY-SIXTHTWENTY-SEVENTH AMENDMENT, DATED OCTOBER 1716, 20252026

1762857977 01917304

RECEIVABLES PURCHASE AGREEMENT

dated as of November 30, 2001

among

ENERGY SERVICES FUNDING CORPORATION

UGI ENERGY SERVICES, LLC

PNC BANK, NATIONAL ASSOCIATION

and

PNC CAPITAL MARKETS LLC

CERTAIN INFORMATION IDENTIFIED BY BRACKETED

ASTERISKS ([*****]) HAS BEEN OMITTED FROM THIS

EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND

INCLUDES PERSONALLY IDENTIFIABLE

INFORMATION.

This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or

otherwise modified from time to time, this “Agreement”) is entered into as of November 30,

2001, among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as

seller (the “Seller”), UGI ENERGY SERVICES, LLC (as successor to UGI Energy Services,

Inc.), a Pennsylvania limited liability company (“UGI”), as initial servicer (in such capacity,

together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK,

NATIONAL ASSOCIATION, a national banking association (“PNC”), as issuer (together with

its successors and permitted assigns, the “Issuer”) and as administrator (in such capacity,

together with its successors and assigns in such capacity, the “Administrator”) and PNC

CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as structuring agent (the

“Structuring Agent”).

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout

this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement”

refer to this Agreement.

The Seller desires to sell, transfer and assign an undivided variable percentage interest in

a pool of receivables, and the Issuer desires to acquire such undivided variable percentage

interest, as such percentage interest shall be adjusted from time to time based upon, in part,

reinvestment payments that are made by the Issuer.

In consideration of the mutual agreements, provisions and covenants contained herein,

the parties hereto agree as follows:

ARTICLE I.

AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1 Purchase Facility. (a) On the terms and conditions hereinafter set forth, the

Issuer hereby agrees to purchase, and make reinvestments of, undivided percentage ownership

interests with regard to the Purchased Interest from the Seller from time to time from December

4, 2001 to the Facility Termination Date. Under no circumstances shall the Issuer make any such

purchase or reinvestment if, after giving effect to such purchase or reinvestment, the aggregate

outstanding Capital of the Purchased Interest would exceed the Purchase Limit.

(b) The Seller may, upon at least 60 days’ written notice to the Administrator, terminate

the Purchase Facility provided in this Section in whole or, upon at least 30 days’ written notice to

the Administrator, from time to time, irrevocably reduce in part the unused portion of the

Purchase Limit; provided, that, so long as the Credit Agreement is in effect, the Seller’s right to

terminate the Purchase Facility in whole pursuant to this Section 1.1(b) is conditioned upon the

Seller exercising its option to repurchase in full (but not in part) the Purchased Interest in

accordance with the terms of Section 5.14; provided, further, that each partial reduction shall be

in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and

that, unless terminated in whole, the Purchase Limit shall in no event be reduced below

$20,000,000.

and is continuing, the Seller may advise the Administrator and the Issuer in writing of its desire

1762857977 01917304

to modify the Commitment of the Issuer during any Seasonal Period or Non-Seasonal Period, as

applicable, and the desired effective date thereof (such desired date, the “Seasonal Commitment

Change Date”) by delivering a Seasonal Commitment Change Request in the form attached

hereto as Annex D to the Administrator and the Issuer, provided that (i) such request is delivered

not less than ten (10) Business Days (or such shorter period of time consented to in writing by

the Administrator) prior to the requested Seasonal Commitment Change Date and (ii) the

Commitment for the Issuer (x) for the Seasonal Period does not exceed $200,000,000 or (y) for

the Non-Seasonal Period exceed $125,000,000. In the event that the Issuer is agreeable to such

modification with respect to a Seasonal Commitment Change Request (it being understood that

the Administrator and the Issuer may accept or decline such a request in their sole discretion and

on such terms as they may elect), the Seller and Servicer shall enter into or provide such

documents, officer’s certificates or opinions as the Administrator and the Issuer may deem

necessary or appropriate to effect such Seasonal Commitment Change Request, and all

reasonable out-of-pocket costs and expenses incurred by the Administrator and the Issuer in

connection therewith (including Attorney Costs) shall be paid by the Seller. Upon receipt of the

documents, officer’s certificates or opinions requested above, in form and substance satisfactory

to the Administrator and the Issuer, the Issuer shall countersign such Seasonal Commitment

Change Request, and the Commitment of the Issuer shall be adjusted to the amount set forth in

such Seasonal Commitment Change Request effective upon the Seasonal Commitment Change

Date; provided, however, that if the Issuer fails to so return a countersigned signature page

within ten (10) Business Days of receipt of such request, then the Issuer shall be deemed to have

declined such modification.

Section 1.2 Making Purchases. (a) Each purchase (but not reinvestment) of undivided

percentage ownership interests with regard to the Purchased Interest hereunder shall be made

upon the Seller’s irrevocable written notice in the form of Annex B (the “Purchase Notice”)

delivered to the Administrator in accordance with Section 5.2; provided that, at any time when

PNC (or an Affiliate thereof) is the Administrator and the Seller has entered into a PINACLE

Agreement, then any request for a purchase made by the Seller using PINACLE shall constitute a

Purchase Notice.

Each Purchase Notice shall be made by the Seller (x) in the case of a Purchase Notice

made pursuant to PINACLE, 4:00 p.m. Eastern Time on the proposed date of such purchase, or

(y) in the case of any other Purchase Notice, (which notice must be received by the

Administrator before 11:00 a.m., New York City time) at least (A) one Business Day before the

requested purchase date in the case of a purchase of less than $50,000,000 and (B) two Business

Days before the requested purchase date in the case of a purchase of at least $50,000,000, which

notice in each case shall specify: (I) the amount requested to be paid to the Seller (such amount,

which shall not be less than $1,000,000 and shall be in integral multiples of $100,000, being the

Capital relating to the undivided percentage ownership interest then being purchased), (II) the

date of such purchase (which shall be a Business Day), and (III) the pro forma calculation of the

Purchased Interest after giving effect to the increase in Capital.

(b) On the date of each purchase (but not reinvestment) of undivided percentage

ownership interests with regard to the Purchased Interest hereunder, the Issuer shall, upon

satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in

same day funds, at Mellon Bank, Pittsburgh, Pennsylvania, account number [*****], ABA#

1762857977 01917304

[*****], an amount equal to the Capital relating to the undivided percentage ownership

interest then being purchased as set forth in the applicable Purchase Notice.

pursuant to Section 1.4, the Seller hereby sells and assigns to the Issuer an undivided percentage

ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with

respect to such Pool Receivables, and (iii) all Collections with respect to, and other proceeds of,

such Pool Receivables and Related Security.

(d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement

and the other Transaction Documents to which it is a party, whether now or hereafter existing or

arising, due or to become due, direct or indirect, absolute or contingent, the Seller hereby grants

to the Issuer a security interest in all of the Seller’s right, title and interest (including any

undivided interest of the Seller) in, to and under all of the following, whether now or hereafter

owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such

Pool Receivables, (iii) all Collections with respect to, and other proceeds of, such Pool

Receivables and Related Security, (iv) the Lock-Box Accounts (and the related lock-boxes) and

all amounts on deposit therein, and all certificates and instruments, if any, from time to time

evidencing such Lock-Box Accounts (and such related lock-boxes) and such amounts on deposit

therein, (v) all books and records of each Receivable, and all rights, remedies, powers and

privileges of the Seller in any accounts into which Collections are or may be received and all

rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi)

all proceeds and products of, and all amounts received or receivable under any or all of, the

foregoing (collectively, the “Pool Assets”). The Issuer shall have, with respect to the Pool

Assets, and in addition to all the other rights and remedies available to the Issuer, all the rights

and remedies of a secured party under any applicable UCC. In connection with the transfer of

the undivided interest set forth in Section 1.2(c) or the grant of the security interest in the Pool

Assets set forth in this Section 1.2(d), by signing this Agreement in the space provided, the Seller

hereby authorizes the filing of all applicable UCC financing statements in all necessary

jurisdictions.

Section 1.3 Purchased Interest Computation. The Purchased Interest shall be initially

computed on the date of the initial purchase hereunder. Thereafter, until the Facility Termination

Date, the Purchased Interest shall be automatically recomputed (or deemed to be recomputed) on

each Business Day other than a Termination Day. From and after the occurrence of any

Termination Day, the Purchased Interest shall (until the event(s) giving rise to such Termination

Day are satisfied or are waived by the Administrator or the happening of the events set forth in

the next sentence) be deemed to be 100%. The Purchased Interest shall become zero when the

Capital thereof and Discount thereon shall have been paid in full, all the amounts owed by the

Seller and required to be deposited by the Servicer hereunder to the Issuer, the Administrator and

any other Indemnified Party or Affected Person are paid in full, and the Servicer shall have

received the accrued Servicing Fee thereon.

Section 1.4 Settlement Procedures. (a) The collection of the Pool Receivables shall be

administered by the Servicer in accordance with this Agreement. The Seller shall provide to the

1762857977 01917304

Servicer on a timely basis all information needed for such administration, including notice of the

occurrence of any Termination Day and current computations of the Purchased Interest.

(b) The Servicer shall, on each day on which Collections of Pool Receivables are

received (or deemed received) by the Seller or the Servicer:

(i) set aside and hold in trust (and shall, at the request of the Administrator,

segregate in a separate account approved by the Administrator) for the Issuer, out of the

Issuer’s Share of such Collections, first, an amount equal to the Discount accrued through

such day for each Portion of Capital and not previously set aside, second, an amount

equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and

third, to the extent funds are available therefor, an amount equal to the Issuer’s Share of

the Servicing Fee accrued through such day and not previously set aside,

(ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the

Seller, on behalf of the Issuer, the remainder of the Issuer’s Share of such Collections.

Such remainder shall be automatically reinvested in Pool Receivables, and in the Related

Security, Collections and other proceeds with respect thereto; provided, however, that if

the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall

set aside and hold in trust for the Issuer (and shall, at the request of the Administrator,

segregate in a separate account approved by the Administrator) a portion of such

Collections that, together with the other Collections set aside pursuant to this paragraph,

shall equal the amount necessary to reduce the Purchased Interest to 100%,

(iii) if such day is a Termination Day, set aside, segregate and hold in trust (and

shall, at the request of the Administrator, segregate in a separate account approved by the

Administrator) for the Issuer the entire remainder of the Issuer’s Share of the Collections;

provided, that if amounts are set aside and held in trust on any Termination Day of the

type described in clause (a) of the definition of “Termination Day” and, thereafter, the

conditions set forth in Section 2 of Exhibit II are satisfied or waived by the

Administrator, such previously set-aside amounts shall be reinvested in accordance with

clause (ii) on the day of such subsequent satisfaction or waiver of conditions, and

(iv) release to the Seller (subject to Section 1.4(f)) for its own account any

Collections in excess of: (x) amounts required to be reinvested in accordance with clause

(ii) or the proviso to clause (iii) plus (y) the amounts that are required to be set aside

pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the Seller’s Share

of the Servicing Fee accrued and unpaid through such day.

designated by the Administrator), on each Settlement Date (or solely with respect to Collections

held for the Issuer pursuant to clause (f) such other date as set forth in clause (f)(iii) for such

payment), Collections held for the Issuer pursuant to clause (b)(i) or (f) plus the amount of

Collections then held for the Issuer pursuant to clauses (b)(ii) and (iii) of Section 1.4; provided,

that if UGI or an Affiliate thereof is the Servicer, such day is not a Termination Day and the

Administrator has not notified UGI (or such Affiliate) that the right to retain the portion of the

Collections set aside pursuant to clause (b)(i) that represent the Issuer’s Share of the Servicing

1762857977 01917304

Fee is revoked, UGI (or such Affiliate) may retain the portion of the Collections set aside

pursuant to clause (b)(i) that represents the Issuer’s Share of the Servicing Fee in payment in full

of the Issuer’s Share of accrued Servicing Fees so set aside. On the last day of each Settlement

Period, the Administrator will notify the Servicer by facsimile of the amount of Discount accrued

with respect to each Portion of Capital during such Settlement Period or portion thereof.

(d) Upon receipt of funds deposited into the Administration Account pursuant to clause

(c), the Administrator shall cause such funds to be distributed as follows:

(i) if such distribution occurs on a day that is not a Termination Day and the

Purchased Interest does not exceed 100%, first to the Issuer in payment in full of all

accrued Discount and fees (other than Servicing Fees) with respect to each Portion of

Capital, and second, if the Servicer has set aside amounts in respect of the Servicing Fee

pursuant to clause (b)(i) and has not retained such amounts pursuant to clause (c), to the

Servicer (payable in arrears on each Settlement Date) in payment in full of the Issuer’s

Share of accrued Servicing Fees so set aside, and

(ii) if such distribution occurs on a Termination Day or on a day when the

Purchased Interest exceeds 100%, first to the Issuer in payment in full of all accrued

Discount with respect to each Portion of Capital, second to the Issuer in payment in full

of Capital (or, if such day is not a Termination Day, the amount necessary to reduce the

Purchased Interest to 100%), third, to the Servicer in payment in full of all accrued

Servicing Fees, and fourth, if the Capital and accrued Discount with respect to each

Portion of Capital have been reduced to zero, and all accrued Servicing Fees payable to

the Servicer have been paid in full, to the Issuer, the Administrator and any other

Indemnified Party or Affected Person in payment in full of any other amounts owed

thereto by the Seller hereunder.

After the Capital, Discount, fees payable pursuant to the Fee Letter and Servicing Fees with

respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to

the Issuer, the Administrator or any other Indemnified Party or Affected Person hereunder, have

been paid in full, all additional Collections with respect to the Purchased Interest shall be paid to

the Seller for its own account.

(e) For the purposes of this Section 1.4:

(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or

adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods

or services, or any revision, cancellation, allowance, rebate, discount or other adjustment

made by the Seller or any Affiliate of the Seller, or any setoff or dispute between the

Seller or any Affiliate of the Seller and an Obligor, the Seller shall be deemed to have

received on such day a Collection of such Pool Receivable in the amount of such

reduction or adjustment;

(ii) if on any day any of the representations or warranties in Section 1(g) or (n) of

Exhibit III, or Section 2, 3 or 4 of Exhibit VI is not true with respect to any Pool

1762857977 01917304

Receivable, the Seller shall be deemed to have received on such day a Collection of such

Pool Receivable in full;

(iii) except as provided in clause (i) or (ii), or as otherwise required by applicable

Law or the relevant Contract, all Collections received from an Obligor of any Receivable

shall be applied to the Receivables of such Obligor in the order of the age of such

Receivables, starting with the oldest such Receivable, unless such Obligor designates its

payment for application to specific Receivables; and

(iv) if and to the extent the Administrator or the Issuer shall be required for any

reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in

any Insolvency Proceeding) any amount received by it hereunder, such amount shall be

deemed not to have been so received by the Administrator or the Issuer but rather to have

been retained by the Seller and, accordingly, the Administrator or the Issuer, as the case

may be, shall have a claim against the Seller for such amount, payable when and to the

extent that any distribution from or on behalf of such Obligor is made in respect thereof.

(f) If at any time, the Seller shall wish to cause the reduction of the Capital (but not to

commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest),

the Seller may do so as follows:

(i) the Seller shall give the Administrator and the Servicer written notice in the

form of Annex C or corresponding notice through PINACLE (A) at least one Business

Day prior to the date of such reduction for any reduction of Capital less than or equal to

$20,000,000; (B) at least two Business Days prior to the date of such reduction for any

reduction of Capital greater than $20,000,000 and less than or equal to $50,000,000; and

Capital greater than $50,000,000, in each case such notice shall have been received by

3:00 p.m. New York City time on such date and shall include the amount of such

proposed reduction and the proposed date on which such reduction will commence;

(ii) on the proposed date of the commencement of such reduction and on each day

thereafter, the Servicer shall cause Collections not to be reinvested until the amount

thereof not so reinvested shall equal the desired amount of reduction; and

(iii) the Servicer shall hold such Collections in trust for the Issuer, for payment to

the Administrator on (1) solely with respect to any reduction described in subsections

(f)(i)(B) or (f)(i)(C) the next Weekly Settlement Date, or (2) with respect to any reduction

described in subsection (f)(i)(A), such other date with at least one (1) Business Day prior

written notice to the Administrator of such payment, and the Capital shall be deemed

reduced in the amount to be paid to the Administrator only when in fact finally so paid;

provided, that the amount of any such reduction shall be not less than $1,000,000 and shall be an

integral multiple of $100,000.

Section 1.5 Yield and Fees.

1762857977 01917304

(a) Fees. On each Settlement Date, the Seller shall, in accordance with the terms and

priorities for payment set forth in Section 1.4 pay to the Administrator, the Issuer and the

Structuring Agent certain fees (collectively, the “Fees”) in the amounts set forth in the fee letter

agreements from time to time entered into, among UGI, the Seller, the Issuer, the Administrator

and the Structuring Agent (each such fee letter agreement is collectively referred to herein as the

“Fee Letter”).

All computations of Discount, Fees and other amounts hereunder shall be made on the

basis of a year of 360 days (or, in the case of amounts determined by reference to the Base Rate,

365 or 366 days, as applicable) for the actual number of days (including the first but excluding

the last day) elapsed.

(b) Discount and Fees. The Capital of the Issuer shall accrue interest on each day when

such Capital remains outstanding at the then-applicable Yield Rate for such Capital. The Seller

shall pay all Discount and Fees accrued during each Settlement Period on the first Settlement

Date occurring after the end of such Settlement Period in accordance with the terms and

priorities for payment set forth in Section 1.4. For the avoidance of doubt, Discount accrued

during each Settlement Period shall be due and payable on the first Settlement Date after such

Settlement Period without regard to the availability of Collections for payment thereof.

Yield Rate for such purpose) applicable to any Issuer’s Capital exceeds such Issuer’s highest

lawful rate, the rate of interest (including the Yield Rate for such purpose) on such Issuer’s

Capital shall be limited to such Issuer’s highest lawful rate.

(d) Selection of Term SOFR Rate; Rate Quotations.

(i) So long as no Termination Event is continuing, the Seller may, by written

notice to the Administrator, elect for all or any portion of the Aggregate Capital to accrue

Discount by reference to the Term SOFR Rate (rather than Daily 1M SOFR) during any

Settlement Period; provided, however, that no such election shall be made for any

Settlement Period that does not commence on a Settlement Date or for less (or more)

than a full calendar-month Settlement Period. Any such notice must specify the amount

of the Aggregate Capital subject of such election and must be delivered not later than

three (3) Business Days prior to the first day of the affected Settlement Period.

Notwithstanding the foregoing, (x) the Seller shall not make such an election if, as a

result thereof, more than five (5) Capital Tranches would exist and (y) each Capital

Tranche accruing interest by reference to the Term SOFR Rate shall be not be less than

$5,000,000 and shall be an integral multiple of $1,000,000. For the avoidance of doubt,

in the event of any conflict between the Seller’s election pursuant to this clause (i) and

rate of interest applied pursuant to the definition of “Yield Rate,” the definition of “Yield

Rate” shall control.

(ii) The Seller may call the Administrator on or before the date on which a

Purchase Notice is to be delivered to receive an indication of the rates then in effect, but

1762857977 01917304

it is acknowledged that such projection shall not be binding on the Administrator nor

affect the rate of interest which thereafter is actually in effect when the election is made.

(e) Discount After Default. To the extent permitted by Law, upon the occurrence of a

Termination Event and until such time such Termination Event shall have been cured or waived,

at the discretion of the Administrator or upon written demand by the Issuer to the Administrator:

(i) Yield Rate. The Yield Rate applicable to any Capital shall be increased by

2.50% per annum;

(ii) Other Obligations. Each other obligation (other than payments in respect of

the Company Notes) of any Seller-Related Party hereunder if not paid when due shall

bear interest at a rate per annum equal to the sum of the Base Rate plus an additional

2.50% per annum from the time such obligation becomes due and payable until the time

such obligation is paid in full; and

(iii) Acknowledgment. The Seller acknowledges that the increase in rates referred

to in this Section 1.5(e) reflects, among other things, the fact that such Capital or other

amounts have become a substantially greater risk given their default status and that the

Issuer is entitled to additional compensation for such risk; and all such interest or

discount shall be payable upon demand by Administrator or (if earlier) on the first

Settlement Date occurring after such interest or discount accrues.

Section 1.6 Payments and Computations, Etc. (a) All amounts to be paid or deposited by

the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim

and shall be paid or deposited no later than noon (New York City time) on the day when due in

same day funds to the Administration Account. All amounts received after noon (New York City

time) will be deemed to have been received on the next Business Day.

(b) The Seller or the Servicer, as the case may be, shall, to the extent permitted by

applicable law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as

the case may be, when due hereunder, at an interest rate equal to 2.50% per annum above the

Base Rate, payable on demand.

360 (or 365 or 366, as applicable, with respect to Discount or other amounts calculated by

reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment

or deposit to be made hereunder shall be due on a day other than a Business Day, such payment

or deposit shall be made on the next succeeding Business Day and such extension of time shall

be included in the computation of such payment or deposit.

Section 1.7 Increased Costs. (a) If the Administrator, the Issuer or any of their respective

Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance

with: (i) any law or regulation or any change therein or in the interpretation or application thereof

by a Governmental Authority, in each case adopted, issued or occurring after the date hereof, or

(ii) any request, guideline or directive from any central bank or other Governmental Authority

(whether or not having the force of law) issued or occurring after the date of this Agreement,

affects or would affect the amount of capital required or expected to be maintained by such

1762857977 01917304

Affected Person, and such Affected Person reasonably determines that the amount of such capital

is increased by or based upon the existence of any commitment to make purchases of (or

otherwise to maintain the investment in) Pool Receivables related to this Agreement or any

related liquidity facility, credit enhancement facility and other commitments of the same type

related to this Agreement, then, upon demand by such Affected Person (with a copy to the

Administrator), the Seller shall promptly pay to the Administrator, for the account of such

Affected Person, from time to time as specified by such Affected Person, additional amounts

sufficient to compensate such Affected Person in the light of such circumstances, to the extent

that such Affected Person reasonably determines such increase in capital to be allocable to the

existence of any of such commitments. A certificate as to such amounts submitted to the Seller

and the Administrator by such Affected Person shall be conclusive and binding for all purposes,

absent manifest error.

(b) If, due to either: (i) the introduction of or any change in or in the interpretation of any

law or regulation by any Governmental Authority occurring after the date hereof or (ii)

compliance with any guideline or request from any central bank or other Governmental Authority

(whether or not having the force of law), there shall be any increase in the cost to any Affected

Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased

Interest in respect of which Discount is computed by reference to SOFR, then, upon demand by

such Affected Person, the Seller shall promptly pay to such Affected Person, from time to time

as specified by such Affected Person, additional amounts sufficient to compensate such Affected

Person for such increased costs; provided that upon the occurrence of any Change in Law

imposing a reserve percentage on any interest rate based on SOFR, the Administrator, in its

reasonable discretion, may modify the calculation of each such SOFR-based discount or interest

rate to add (or otherwise account for) such reserve percentage. A certificate as to such amounts

submitted to the Seller and the Administrator by such Affected Person shall be conclusive and

binding for all purposes, absent manifest error.

transactions, such Affected Person shall use reasonable averaging and attribution methods to

allocate such increased costs to the transactions contemplated by this Agreement.

(d) The Administrator will make reasonable efforts to cause the interest of any Affected

Party (other than the Issuer or its domestic Affiliates) that makes a claim under this Section 1.7

to be transferred to a party that is not subject to increased costs under this Section 1.7; provided

that neither the Administrator nor any of its Affiliates shall be required hereunder to itself accept

such transferred interest.

(e) Notwithstanding any language in this Section 1.7 to the contrary, nothing in this

Section 1.7 shall be construed as requiring the Seller to make any payments attributable to or in

respect of any tax of any kind whatsoever imposed upon or required to be withheld or deducted

from payments to any Affected Person.

Section 1.8 Requirements of Law. If any Affected Person reasonably determines that the

existence of or compliance with: (a) any law or regulation or any change therein or in the

interpretation or application thereof, in each case adopted, issued or occurring after the date

hereof, or (b) any request, guideline or directive from any central bank or other Governmental

10 1762857977 01917304

Authority (whether or not having the force of law) issued or occurring after the date of this

Agreement:

(i) does or shall subject such Affected Person to any tax of any kind whatsoever

with respect to this Agreement, any increase in the Purchased Interest or in the amount of

Capital relating thereto, or does or shall change the basis of taxation of payments to such

Affected Person on account of Collections, Discount or any other amounts payable

hereunder (excluding taxes imposed on the overall or branch pre-tax net income of such

Affected Person, and franchise taxes imposed on such Affected Person by the jurisdiction

under the laws of which such Affected Person is organized or otherwise is considered

doing business (unless the Affected Person would not be considered doing business in

such jurisdiction, but for having entered into, or engaged in the transactions in connection

with, this Agreement or any other Transaction Document) or a political subdivision

thereof,

(ii) does or shall impose, modify or hold applicable any reserve, special deposit,

compulsory loan or similar requirement against assets held by, or deposits or other

liabilities in or for the account of, purchases, advances or loans by, or other credit

extended by, or any other acquisition of funds by, any office of such Affected Person that

are not otherwise included in the determination of the Term SOFR Rate or the Base Rate

hereunder, or

(iii) does or shall impose on such Affected Person any other condition, and the

result of any of the foregoing is: (A) to increase the cost to such Affected Person of acting

as Administrator, or of agreeing to purchase or purchasing or maintaining the ownership

of undivided percentage ownership interests with regard to the Purchased Interest (or

interests therein) or any Portion of Capital, or (B) to reduce any amount receivable

hereunder (whether directly or indirectly), then, in any such case, without duplication to

any amounts paid or payable pursuant to Section 1.7 or Section 3.1 upon demand by such

Affected Person, the Seller shall promptly pay to such Affected Person additional

amounts necessary to compensate such Affected Person for such additional cost or

reduced amount receivable. All such amounts shall be payable as incurred. A certificate

from such Affected Person to the Seller and the Administrator certifying, in reasonably

specific detail, the basis for, calculation of, and amount of such additional costs or

reduced amount receivable shall be conclusive and binding for all purposes, absent

manifest error; provided, however, that no Affected Person shall be required to disclose

any confidential or tax planning information in any such certificate.

Section 1.9 Rate Unascertainable; Increased Costs; Illegality; Benchmark Replacement

Setting. .

(a) Unascertainable; Increased Costs. If, at any time:

(i) the Administrator shall have determined (which determination shall be

conclusive and binding absent manifest error) that the Term SOFR Rate or Daily 1M

SOFR, as applicable, cannot be determined pursuant to the definition thereof; or

11 1762857977 01917304

(ii) the Issuer determines that for any reason Daily 1M SOFR or the Term SOFR

Rate does not adequately and fairly reflect the cost to the Issuer of funding, establishing

or maintaining the Issuer’s Capital during the applicable Settlement Period or that Daily

1M SOFR does not adequately and fairly reflect the cost to the Issuer of funding,

establishing or maintaining the Issuer’s Capital, and the Issuer has provided notice of

such determination to the Administrator;

then the Administrator shall have the rights specified in Section 1.9(c).

(b) Illegality. If at any time the Issuers shall have determined or any

Governmental Authority shall have asserted that the making, maintenance or funding of any

Capital (or a purchase thereof) accruing interest by reference to Daily 1M SOFR or the Term

SOFR Rate or the determination or charging of discount or interest by reference to Daily 1M

SOFR or the Term SOFR Rate has been made impracticable or unlawful, by compliance by the

Issuer in good faith with any Law or any interpretation or application thereof by any

Governmental Authority or with any request or directive of any such Governmental Authority

(whether or not having the force of Law), then the Administrator shall have the rights specified

in Section 1.9(c).

Section 1.9(a) above, the Administrator shall promptly so notify the Issuers and the Seller

thereof, and in the case of an event specified in Section 1.9(b) above, the Issuers shall promptly

so notify the Administrator and endorse a certificate to such notice as to the specific

circumstances of such notice, and the Administrator shall promptly send copies of such notice

and certificate to the other Issuers and the Seller.

Upon such date as shall be specified in such notice (which shall not be earlier than the

date such notice is given), the obligation of (i) the Issuers, in the case of such notice given by the

Administrator, or (ii) such Issuer, in the case of such notice given by such Issuer, to allow the

Seller to select, convert to, renew or continue any Capital (or Portion of Capital) accruing

Discount by reference to Daily 1M SOFR or the Term SOFR Rate, as applicable, shall be

suspended (to the extent of the affected Yield Rate or Settlement Period) until the Administrator

shall have later notified the Seller, or such Issuer shall have later notified the Administrator, of

the Administrator’s or such Issuer’s, as the case may be, determination that the circumstances

giving rise to such previous determination no longer exist.

Upon a determination by the Administrator under Section 1.9(a), (A) if the Seller has

previously delivered a Purchase Notice for an affected purchase that has not yet been made, such

Purchase Notice shall be deemed to request a purchase of Base Rate Capital, (B) any outstanding

affected Capital accruing Discount by reference to Daily 1M SOFR shall automatically be

converted into Base Rate Capital and (C) any outstanding affected Capital accruing Discount by

reference to the Term SOFR Rate shall be deemed to have been converted into Base Rate Capital

at the end of the applicable Settlement Period.

If the Issuer notifies the Administrator of a determination under Section 1.9(b) above, the

Seller shall, subject to the Seller’s indemnification obligations under Section 3.1, as to any

Capital of the Issuer to which Daily 1M SOFR or the Term SOFR Rate applies, on the date

12 1762857977 01917304

specified in such notice either convert such Capital to Base Rate Capital or prepay such Capital.

Absent due notice from the Seller of conversion or prepayment, such Capital shall automatically

be converted to Base Rate Capital upon such specified date.

(d) Benchmark Replacement Setting.

(i) Benchmark Replacement. Notwithstanding anything to the contrary

herein or in any other Transaction Document, if a Benchmark Transition Event and its

related Benchmark Replacement Date have occurred prior to any setting of the

then-current Benchmark, then (A) if a Benchmark Replacement is determined in

accordance with clause (1) of the definition of “Benchmark Replacement” for such

Benchmark Replacement Date, such Benchmark Replacement will replace such

Benchmark for all purposes hereunder and under any Transaction Document in respect of

such Benchmark setting and subsequent Benchmark settings without any amendment to,

or further action or consent of any other party to, this Agreement or any other Transaction

Document and (B) if a Benchmark Replacement is determined in accordance with clause

(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement

Date, such Benchmark Replacement will replace such Benchmark for all purposes

hereunder and under any Transaction Document in respect of any Benchmark setting at or

after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice

of such Benchmark Replacement is provided to the Issuers without any amendment to, or

further action or consent of any other party to, this Agreement or any other Transaction

Document so long as the Administrator has not received, by such time, written notice of

objection to such Benchmark Replacement from the Issuers.

(ii) Benchmark Replacement Conforming Changes. In connection with the

use, administration, adoption or implementation of a Benchmark Replacement, the

Administrator will have the right to make Conforming Changes from time to time and,

notwithstanding anything to the contrary herein or in any other Transaction Document,

any amendments implementing such Conforming Changes will become effective without

any further action or consent of any other party to this Agreement or any other

Transaction Document.

(iii) Notices; Standards for Decisions and Determinations. The

Administrator will promptly notify the Seller and the Issuers of (A) the implementation of

any Benchmark Replacement, and (B) the effectiveness of any Conforming Changes in

connection with the use, administration, adoption, or implementation of a Benchmark

Replacement. The Administrator will notify the Seller of (x) the removal or

reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (y) the

commencement of any Benchmark Unavailability Period. Any determination, decision or

election that may be made by the Administrator or, if applicable, any Issuer (or group of

Issuers) pursuant to this Section 1.9(d), including any determination with respect to a

tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action or any

selection, will be conclusive and binding absent manifest error and may be made in its or

their sole discretion and without consent from any other party to this Agreement or any

13 1762857977 01917304

other Transaction Document except, in each case, as expressly required pursuant to this

Section 1.9(d).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to

the contrary herein or in any other Transaction Document, at any time (including in

connection with the implementation of a Benchmark Replacement), (A) if the

then-current Benchmark is a term rate or based on a term rate and either (I) any tenor for

such Benchmark is not displayed on a screen or other information service that publishes

such rate from time to time as selected by the Administrator in its reasonable discretion

or (II) the regulatory supervisor for the administrator of such Benchmark has provided a

public statement or publication of information announcing that any tenor for such

Benchmark is not or will not be representative, then the Administrator may modify the

definition of “Settlement Period” (or any similar or analogous definition) for any

Benchmark settings at or after such time to remove such unavailable or

non-representative tenor; and (B) if a tenor that was removed pursuant to clause (A)

above either (I) is subsequently displayed on a screen or information service for a

Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject

to an announcement that it is not or will not be representative for a Benchmark (including

a Benchmark Replacement), then the Administrator may modify the definition of

“Settlement Period” (or any similar or analogous definition) for all Benchmark settings at

or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Seller’s receipt of notice

of the commencement of a Benchmark Unavailability Period with respect to Daily 1M

SOFR or the Term SOFR Rate, the Seller may revoke any pending request for a purchase

accruing Discount based on such rate or conversion to or continuation of Capital accruing

Discount based on such rate to be made, converted or continued during any Benchmark

Unavailability Period and, failing that, the Seller will be deemed to have converted any

such request into a request for Base Rate Capital or conversion to Base Rate Capital.

During a Benchmark Unavailability Period or at any time that a tenor for the then-current

Benchmark is not an Available Tenor, the component of the Base Rate based upon the

then-current Benchmark or such tenor for such Benchmark, as applicable, will not be

used in any determination of the Base Rate.

(vi) Definitions. As used in this Section 1.9(d):

“Available Tenor” means, as of any date of determination and with respect

to the then-current Benchmark, as applicable, if such Benchmark (a) is Daily 1M

SOFR, one month, and (b) is a term rate, any tenor for such Benchmark (or

component thereof) that is or may be used for determining the Term SOFR Rate

applicable to any Capital or the length of a yield or interest period pursuant to this

Agreement as of such date and not including, for the avoidance of doubt, any

tenor of such Benchmark that is then-removed from the definition of “Settlement

Period” pursuant to clause (iv) of this Section 1.9(d).

“Benchmark” means, initially, SOFR, Daily 1M SOFR and the Term

SOFR Rate; provided that if a Benchmark Transition Event has occurred with

14 1762857977 01917304

respect to the then-current Benchmark, then “Benchmark” means the applicable

Benchmark Replacement to the extent that such Benchmark Replacement has

replaced such prior benchmark rate pursuant to this Section.

“Benchmark Replacement” means, with respect to any Benchmark

Transition Event, the first alternative set forth in the order below that can be

determined by the Administrator for the applicable Benchmark Replacement

Date:

(1) the sum of: (A) Daily Simple SOFR and (B) the SOFR

Adjustment; and

(2) the sum of (A) the alternate benchmark rate that has been

selected by the Administrator and the Seller, giving due consideration to

(x) any selection or recommendation of a replacement benchmark rate or

the mechanism for determining such a rate by the Relevant Governmental

Body or (y) any evolving or then-prevailing market convention for

determining a benchmark rate as a replacement to the then-current

Benchmark for Dollar-denominated syndicated credit facilities at such

time and (B) the related Benchmark Replacement Adjustment;

provided, that if the Benchmark Replacement as determined pursuant to clause (2)

above would be less than the Floor, the Benchmark Replacement will be deemed

to be the Floor for the purposes of this Agreement and the other Transaction

Documents; and provided further, that any Benchmark Replacement shall be

administratively feasible as determined by the Administrator in its sole discretion.

“Benchmark Replacement Adjustment” means, with respect to any

replacement of the then-current Benchmark with an Unadjusted Benchmark

Replacement, the spread adjustment, or method for calculating or determining

such spread adjustment, (which may be a positive or negative value or zero) that

has been selected by the Administrator and the Seller, giving due consideration to

(A) any selection or recommendation of a spread adjustment, or method for

calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the

Relevant Governmental Body or (B) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or

determining such spread adjustment, for the replacement of such Benchmark with

the applicable Unadjusted Benchmark Replacement for Dollar-denominated

syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the

Administrator, which date shall be no later than the earliest to occur of the

following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of

“Benchmark Transition Event,” the later of (A) the date of the public

15 1762857977 01917304

statement or publication of information referenced therein and (B) the date

on which the administrator of such Benchmark (or the published

component used in the calculation thereof) permanently or indefinitely

ceases to provide such Benchmark (or such component thereof), or, if such

Benchmark is a term rate or is based on a term rate, all Available Tenors

of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark

Transition Event,” the date determined by the Administrator, which date

shall promptly follow the date of the public statement or publication of

information referenced therein;

For the avoidance of doubt, if such Benchmark is a term rate or is based on a term

rate, the “Benchmark Replacement Date” will be deemed to have occurred in the

case of clause (1) or (2) with respect to any Benchmark upon the occurrence of

the applicable event or events set forth therein with respect to all then-current

Available Tenors of such Benchmark (or the published component used in the

calculation thereof).

“Benchmark Transition Event” means, the occurrence of one or more of

the following events, with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on

behalf of the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that such

administrator has ceased or will cease to provide such Benchmark (or such

component thereof) or, if such Benchmark is a term rate or based on a

term rate, all Available Tenors of such Benchmark (or such component

thereof), permanently or indefinitely, provided that, at the time of such

statement or publication, there is no successor administrator that will

continue to provide any Available Tenor of such Benchmark (or such

component thereof);

(2) a public statement or publication of information by a

Governmental Authority having jurisdiction over the Administrator, the

regulatory supervisor for the administrator of such Benchmark (or the

published component used in the calculation thereof), the Federal Reserve

Board, the Federal Reserve Bank of New York, an insolvency official with

jurisdiction over the administrator for such Benchmark (or such

component), a resolution authority with jurisdiction over the administrator

for such Benchmark (or such component) or a court or an entity with

similar insolvency or resolution authority over the administrator for such

Benchmark (or such component), which states that the administrator of

such Benchmark (or such component) has ceased or will cease to provide

such Benchmark (or such component thereof) or, if such Benchmark is a

term rate or based on a term rate, all Available Tenors of such Benchmark

(or such component thereof) permanently or indefinitely, provided that, at

16 1762857977 01917304

the time of such statement or publication, there is no successor

administrator that will continue to provide such Benchmark (or such

component thereof) or, if such Benchmark is a term rate or based on a

term rate, any Available Tenor of such Benchmark (or such component

thereof); or

(3) a public statement or publication of information by the

regulatory supervisor for the administrator of such Benchmark (or the

published component used in the calculation thereof) or a Governmental

Authority having jurisdiction over the Administrator announcing that such

Benchmark (or such component thereof) or, if such Benchmark is a term

rate or based on a term rate, all Available Tenors of such Benchmark (or

such component thereof) are not, or as of a specified future date will not

be, representative.

For the avoidance of doubt, if such Benchmark is a term rate or a rate based on a

term rate, a “Benchmark Transition Event” will be deemed to have occurred with

respect to any Benchmark if a public statement or publication of information set

forth above has occurred with respect to each then-current Available Tenor of

such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x)

beginning at the time that a Benchmark Replacement Date has occurred if, at such

time, no Benchmark Replacement has replaced the then-current Benchmark for all

purposes hereunder and under any Transaction Document in accordance with this

Section 1.9(d) and (y) ending at the time that a Benchmark Replacement has

replaced the then-current Benchmark for all purposes hereunder and under any

Transaction Document in accordance with this Section 1.9(d).

“Floor” means the benchmark rate floor, if any, provided in this

Agreement initially (as of the execution of this Agreement, the modification,

amendment or renewal of this Agreement or otherwise) with respect to Daily 1M

SOFR or the Term SOFR Rate, as applicable, or, if no floor is specified, zero.

“Relevant Governmental Body” means the Board of Governors of the

Federal Reserve System and/or the Federal Reserve Bank of New York, or a

committee officially endorsed or convened by the Board of Governors of the

Federal Reserve System and/or the Federal Reserve Bank of New York, or any

successor thereto.

“Unadjusted Benchmark Replacement” means the applicable Benchmark

Replacement excluding the related Benchmark Replacement Adjustment.

Section 1.10 SOFR Notification. Section 1.9 of this Agreement provides a mechanism for

determining an alternative rate of interest in the event that Daily 1M SOFR or Term SOFR, as

applicable, are no longer available or in certain other circumstances. The Administrator does not

warrant or accept any responsibility for and shall not have any liability with respect to, the

17 1762857977 01917304

administration, submission or any other matter related to Daily 1M SOFR, Term SOFR or with

respect to any alternative or successor rate thereto, or replacement rate therefor.

Section 1.11 Indemnity for Funding Losses. In addition to the compensation or payments

required by Section 1.7, the Seller shall indemnify each Issuer against all liabilities, losses or

expenses (including loss of anticipated profits, any foreign exchange losses and any loss or

expense arising from the liquidation or reemployment of funds obtained by it to maintain any

Capital (or Portion of Capital), from fees payable to terminate the deposits from which such

funds were obtained or from the performance of any foreign exchange contract) which such

Issuer sustains or incurs as a consequence of any:

(a) payment, prepayment, conversion or renewal of any purchase to which the Term

SOFR Rate applies on a day other than a Settlement Date, whether or not any such payment or

prepayment is mandatory, voluntary, or automatic and whether or not any such payment or

prepayment is then due; or

(b) attempt by the Seller to revoke (expressly, by later inconsistent notices or

otherwise) in whole or part any Purchase Notice or failure by the Seller (for a reason other than

the failure of such Issuer to make a purchase) to prepay, borrow, continue or convert any Capital

(or Portion of Capital) on the date or in the amount notified by the Seller.

If any Issuer sustains or incurs any such loss or expense, it shall from time to time notify

the Seller of the amount determined in good faith by such Issuer (which determination may

include such assumptions, allocations of costs and expenses and averaging or attribution

methods as such Issuer shall deem reasonable) to be necessary to indemnify such Issuer for such

loss or expense. Such notice shall specify in reasonable detail the basis for such determination.

Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement

Date occurring after such notice is given.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES; COVENANTS;

TERMINATION EVENTS

Section 2.1 Representations and Warranties; Covenants. Each of the Seller, UGI and the

Servicer hereby makes the representations and warranties, and hereby agrees to perform and

observe the covenants, applicable to it set forth in Exhibits III, IV and VI, respectively.

Section 2.2 Termination Events. If any of the Termination Events set forth in Exhibit V

shall occur, the Administrator may, by notice to the Seller, declare the Facility Termination Date

to have occurred (in which case the Facility Termination Date shall be deemed to have

occurred); provided, that automatically upon the occurrence of any event (without any

requirement for the passage of time or the giving of notice) described in paragraph (f) of Exhibit

V, the Facility Termination Date shall occur. Upon any such declaration, occurrence or deemed

occurrence of the Facility Termination Date, the Issuer and the Administrator shall have, in

addition to the rights and remedies that they may have under this Agreement, all other rights and

remedies provided after default under the New York UCC and under other applicable law, which

rights and remedies shall be cumulative.

18 1762857977 01917304

ARTICLE III.

INDEMNIFICATION

Section 3.1 Indemnities by the Seller. Without limiting any other rights that the

Administrator, the Issuer or any of their respective Affiliates, employees, officers, directors,

agents, counsel, successors, transferees or assigns (each, an “Indemnified Party”) may have

hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party

from and against any and all claims, damages, expenses, costs, losses and liabilities (including

Attorney Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”)

incurred by any Indemnified Party arising out of or resulting from this Agreement (whether

directly or indirectly), the use of proceeds of purchases or reinvestments, the ownership of the

Purchased Interest, or any interest therein, or in respect of any Receivable, Related Security or

Contract, excluding, however: (a) Indemnified Amounts to the extent resulting from gross

negligence or willful misconduct on the part of such Indemnified Party or its employees, officers,

directors, agents or counsel, (b) recourse with respect to any Receivable to the extent that such

Receivable is uncollectible on account of insolvency, bankruptcy or lack of creditworthiness of

the related Obligor (except as otherwise specifically provided in this Agreement), or (c) any

overall net income taxes or franchise taxes imposed on such Indemnified Party by the

jurisdiction under the laws of which such Indemnified Party is organized or otherwise is

considered doing business (unless the Indemnified Party would not be considered doing business

in such jurisdiction, but for having entered into, or engaged in the transactions in connection

with, this Agreement or any other Transaction Document) or any political subdivision thereof.

Without limiting or being limited by the foregoing, and subject to the exclusions set forth in the

preceding sentence, the Seller shall pay on demand (which demand shall be accompanied by

documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any

and all amounts necessary to indemnify such Indemnified Party from and against any and all

Indemnified Amounts relating to or resulting from any of the following:

(i) the failure of any Receivable included in the calculation of the Net Receivables

Pool Balance as an Eligible Receivable to be an Eligible Receivable, the failure of any

information contained in an Information Package to be true and correct, or the failure of

any other information provided to the Issuer or the Administrator with respect to

Receivables or this Agreement to be true and correct,

(ii) the failure of any representation, warranty or statement made or deemed made

by the Seller (or any of its officers) under or in connection with this Agreement to have

been true and correct as of the date made or deemed made (pursuant to paragraph 2(b) of

Exhibit II hereof) in all respects when made,

(iii) the failure by the Seller to comply with any applicable law, rule or regulation

with respect to any Pool Receivable or the related Contract, or the failure of any Pool

Receivable or the related Contract to conform to any such applicable law, rule or

regulation,

(iv) the failure to vest in the Issuer a valid and enforceable: (A) perfected

undivided percentage ownership interest, to the extent of the Purchased Interest, in the

Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, or

19 1762857977 01917304

(B) first priority perfected security interest in the Pool Assets, in each case, free and clear

of any Adverse Claim,

(v) the failure to have filed, or any delay in filing, financing statements or other

similar instruments or documents under the UCC of any applicable jurisdiction or other

applicable laws with respect to any Receivables in, or purporting to be in, the

Receivables Pool and the other Pool Assets, whether at the time of any purchase or

reinvestment or at any subsequent time,

(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of

the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in,

the Receivables Pool (including a defense based on such Receivable or the related

Contract not being a legal, valid and binding obligation of such Obligor enforceable

against it in accordance with its terms), or any other claim resulting from the sale of the

goods or services related to such Receivable or the furnishing or failure to furnish such

goods or services or relating to collection activities with respect to such Receivable (if

such collection activities were performed by the Seller or any of its Affiliates acting as

Servicer or by any agent or independent contractor retained by the Seller or any of its

Affiliates),

(vii) any failure of the Seller (or any of its Affiliates acting as the Servicer) to

perform its duties or obligations in accordance with the provisions hereof or under the

Contracts,

(viii) any products liability or other claim, investigation, litigation or proceeding

arising out of or in connection with merchandise, insurance or services that are the

subject of any Contract,

(ix) the commingling of Collections at any time with other funds,

(x) the use of proceeds of purchases or reinvestments by the Seller, or

(xi) any reduction in Capital as a result of the distribution of Collections pursuant

to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or

otherwise must be returned for any reason.

Section 3.2 Indemnities by the Servicer. Without limiting any other rights that the

Administrator, the Issuer or any other Indemnified Party may have hereunder or under applicable

law, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all

Indemnified Amounts incurred by any Indemnified Party arising out of or resulting from

(whether directly or indirectly): (a) the failure of any information contained in an Information

Package to be true and correct, or the failure of any other information provided to the Issuer or

the Administrator by, or on behalf of, the Servicer to be true and correct, (b) the failure of any

representation, warranty or statement made or deemed made by the Servicer (or any of its

officers) under or in connection with this Agreement to have been true and correct as of the date

made or deemed made (with respect to any Information Package) in all respects when made, (c)

the failure by the Servicer to comply with any applicable law, rule or regulation with respect to

any Pool Receivable or the related Contract, (d) any dispute, claim, offset or defense (other than

20 1762857977 01917304

as a result of a discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or

purporting to be in, the Receivables Pool resulting from or related to the collection activities with

respect to such Receivable, or (e) any failure of the Servicer to perform its duties or obligations

in accordance with the provisions hereof or any other Transaction Document to which it is a

party, (f) the failure to have filed, or any delay in filing, financing statements or other similar

instruments or documents under the UCC of any applicable jurisdiction or other applicable laws

with respect to any Receivables, in or purporting to be in the Receivables Pool and any other

Pool Assets, whether at the time of any purchase or reinvestment or at any subsequent time, or

(g) any commingling by the Servicer of Collections at any time with other funds.

Section 3.3 Notice of Claims. Promptly after the receipt by an Indemnified Party of a

notice of the commencement of any action, suit, proceeding, investigation or claim against such

Indemnified Party as to which it proposes to demand indemnification from the Seller or Servicer

(each, as applicable, an “Indemnifying Party”) pursuant to Section 3.1 or 3.2, as applicable, such

Indemnified Party shall notify the applicable Indemnifying Party in writing of the

commencement thereof; provided that the failure so to notify such Indemnifying Party shall not

relieve such Indemnifying Party from any liability which such Indemnifying Party may have to

such Indemnified Party pursuant to Section 3.1 or 3.2 unless to the extent that such failure results

in the forfeiture by any such Indemnifying Party of substantive rights or defenses.

ARTICLE IV.

ADMINISTRATION AND COLLECTIONS

Section 4.1 Appointment of the Servicer. (a) The servicing, administering and collection

of the Pool Receivables shall be conducted by the Person so designated from time to time as the

Servicer in accordance with this Section. Until and unless the Administrator gives notice to UGI

upon the occurrence of a Termination Event (in accordance with this Section) of the designation

of a new Servicer, UGI is hereby designated as, and hereby agrees to perform the duties and

obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination

Event, the Administrator may designate as Servicer any Person (including itself) to succeed UGI

or any successor Servicer, on the condition in each case that any such Person so designated shall

agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.

(b) Upon the designation of a successor Servicer as set forth in clause (a), UGI agrees

that it will terminate its activities as Servicer hereunder in a manner that the Administrator

determines will facilitate the transition of the performance of such activities to the new Servicer,

and UGI shall cooperate with and assist such new Servicer. Such cooperation shall include

reasonable access to and transfer of related records and use by the new Servicer of all licenses

(or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool

Receivables and the Related Security.

Agreement, the Administrator and the Issuer have relied on UGI’s agreement to act as Servicer

hereunder. Accordingly, UGI agrees that it will not voluntarily resign as Servicer.

(d) The Servicer may delegate its duties and obligations hereunder to any subservicer

(each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall

21 1762857977 01917304

agree in writing to perform the duties and obligations of the Servicer pursuant to the terms

hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and

obligations so delegated, (iii) the Seller, the Administrator and the Issuer shall have the right to

look solely to the Servicer for performance, and (iv) the terms of any agreement with any

Sub-Servicer shall provide that the Administrator may terminate such agreement upon the

termination of the Servicer hereunder by giving notice of its desire to terminate such agreement

to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer);

provided, however, that if any such delegation is to any Person other than the Originator, the

Administrator shall have consented in writing in advance to such delegation; provided, further,

that the requirements set forth in clauses (i) and (iv) of the first proviso shall not apply to any

Sub-Servicer that is a utility providing billing and collection services to the Servicer where

amounts owed on the Receivables are included in the invoice that such utility sends to its

customers.

Section 4.2 Duties of the Servicer. (a) The Servicer shall take or cause to be taken all

such action as may be reasonably necessary or advisable to administer and collect each Pool

Receivable from time to time, all in accordance with this Agreement and all applicable laws,

rules and regulations, with reasonable care and diligence, and in accordance with the Credit and

Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the Issuer, the

amount of the Collections to which each is entitled in accordance with Article I. The Servicer

may, in accordance with the applicable Credit and Collection Policy, take such action as the

Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect

adjustments required under applicable laws, rules or regulations or the applicable Contract;

provided, however, that: for the purposes of this Agreement, (i) such action shall not change the

number of days such Pool Receivable has remained unpaid from the date of the original due date

related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable

as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the

Administrator under this Agreement and (iii) if a Termination Event has occurred and is

continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may

take such action only upon the prior approval of the Administrator. The Seller shall deliver to the

Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator

(individually and for the benefit of the Issuer), in accordance with their respective interests, all

records and documents (including computer tapes or disks) with respect to each Pool Receivable.

Notwithstanding anything to the contrary contained herein, the Administrator may direct the

Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal

action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related

Security; provided, however, that no such direction may be given unless either: (A) a

Termination Event has occurred or (B) the Administrator believes in good faith that the failure to

commence, settle or effect such legal action, foreclosure or repossession could adversely affect

Receivables constituting a material portion of the Pool Receivables.

(b) The Servicer shall, as soon as practicable following actual receipt of collected funds,

turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the

collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof

is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such

Servicer of servicing, collecting and administering such collections. The Servicer, if other than

UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all

22 1762857977 01917304

records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable,

and copies of records in its possession that evidence or relate to any indebtedness that is a Pool

Receivable.

Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the

Administrator and any other Indemnified Party or Affected Person hereunder shall have been

paid in full.

After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of

such termination, the Servicer shall promptly deliver to the Seller all books, records and related

materials that the Seller previously provided to the Servicer, or that have been obtained by the

Servicer, in connection with this Agreement.

Section 4.3 Lock-Box Arrangements. Within 30 days of the initial purchase hereunder,

the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver

original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a

Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box

Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or

all of the following: (a) to have the exclusive ownership and control of the Lock-Box Accounts

(and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion

and control over the funds deposited therein, (b) to have the proceeds that are sent to the

respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the

Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent

to the applicable related lock-box), and (c) to take any or all other actions permitted under the

applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time

takes any action set forth in the preceding sentence, the Administrator shall have exclusive

control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby

further agrees to take any other action that the Administrator may reasonably request to transfer

such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter

shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at

any time the Administrator takes control of any Lock-Box Account (and any such related

lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid

amounts due to the Administrator, the Issuer or any other Person hereunder, and the

Administrator shall distribute or cause to be distributed such funds in accordance with Section

4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Section 4.4 Enforcement Rights. (a) At any time following the occurrence and

continuance of a Termination Event:

(i) the Administrator may direct the Obligors that payment of all amounts payable

under any Pool Receivable is to be made directly to the Administrator or its designee,

(ii) the Administrator may instruct the Seller or the Servicer to give notice of the

Issuer’s interest in Pool Receivables to each Obligor, which notice shall direct that

payments be made directly to the Administrator or its designee, and the Seller or the

Servicer, as the case may be, shall give such notice at the expense of the Seller or the

23 1762857977 01917304

Servicer, as the case may be; provided, that if the Seller or the Servicer, as the case may

be, fails to so notify each Obligor within a reasonable time after said instruction (in no

event not later than 10 days thereafter), the Administrator (at the Seller’s or the

Servicer’s, as the case may be, expense) may so notify the Obligors, and

(iii) the Administrator may request the Servicer to, and upon such request the

Servicer shall: (A) assemble all of the records in the Servicer’s possession or under its

control necessary or desirable to collect the Pool Receivables and the Related Security,

and transfer or license (or obtain new licenses) to a successor Servicer the use of all

software in the Servicer’s possession or under its control necessary or desirable to collect

the Pool Receivables and the Related Security, and make the same available to the

Administrator or its designee at a place selected by the Administrator to the extent

permissible under such agreements, and (B) segregate all cash, checks and other

instruments received by it from time to time constituting Collections in a manner

reasonably acceptable to the Administrator and, promptly upon receipt, remit all such

cash, checks and instruments, duly endorsed or with duly executed instruments of

transfer, to the Administrator or its designee.

(b) The Seller hereby authorizes the Administrator, and irrevocably appoints the

Administrator as its attorney-in-fact with full power of substitution and with full authority in the

place and stead of the Seller, which appointment is coupled with an interest, upon the occurrence

and continuation of a Termination Event to take any and all steps in the name of the Seller and

on behalf of the Seller necessary or desirable, in the determination of the Administrator, to

collect any and all amounts or portions thereof due under any and all Pool Assets, including

endorsing the name of the Seller on checks and other instruments representing Collections and

enforcing such Pool Assets. Notwithstanding anything to the contrary contained in this

subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding

sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to

be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any

manner whatsoever; provided, however, that the Administrator shall not be relieved of any

liability it might otherwise have to any party hereunder for its own gross negligence or willful

misconduct.

Section 4.5 Responsibilities of the Seller. (a) Anything herein to the contrary

notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts

related to the Pool Receivables to the same extent as if interests in such Pool Receivables had

not been transferred hereunder, and the exercise by the Administrator or the Issuer of their

respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when

due any taxes, including any sales taxes payable in connection with the Pool Receivables and

their creation and satisfaction. The Administrator and the Issuer shall not have any obligation or

liability with respect to any Pool Asset, nor shall either of them be obligated to perform any of

the obligations of the Seller, UGI or the Originator thereunder.

(b) UGI hereby irrevocably agrees that if at any time it shall cease to be the Servicer

hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of

the Servicer and, in such capacity, UGI shall conduct the data-processing functions of the

24 1762857977 01917304

administration of the Receivables and the Collections thereon in substantially the same way that

UGI conducted such data-processing functions while it acted as the Servicer.

Section 4.6 Servicing Fee. (a) Subject to clause (b), the Servicer shall be paid a fee equal

to 0.50% per annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding

Balance of the Pool Receivables. The Issuer’s Share of such fee shall be paid through the

distributions contemplated by Section 1.4(d), and the Seller’s Share of such fee shall be paid by

the Seller on each Settlement Date.

(b) If the Servicer ceases to be UGI or an Affiliate thereof, the servicing fee shall be the

greater of: (i) the amount calculated pursuant to clause (a), and (ii) an alternative amount

specified by the successor Servicer not to exceed 110% of the aggregate reasonable costs and

expenses incurred by such successor Servicer in connection with the performance of its

obligations as Servicer.

Section 4.7 Erroneous Payments.

(a) If the Administrator notifies an Issuer or a Indemnified Party, or any Person who has

received funds on behalf of an Issuer or Indemnified Party (any such Issuer, Indemnified Party or

other recipient, a “Payment Recipient”) that the Administrator has determined in its sole

discretion (whether or not after receipt of any notice under immediately succeeding clause (b))

that any funds received by such Payment Recipient from the Administrator or any of its

Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly

received by, such Payment Recipient (whether or not known to such Issuer, Indemnified Party, or

other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a

payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,

individually and collectively, an “Erroneous Payment”) and demands the return of such

Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the

property of the Administrator and shall be segregated by the Payment Recipient and held in trust

for the benefit of the Administrator, and such Issuer or Indemnified Party shall (or, with respect

to any Payment Recipient who received such funds on its behalf, shall cause such Payment

Recipient to) promptly, but in no event later than two Business Days thereafter, return to the

Administrator the amount of any such Erroneous Payment (or portion thereof) as to which such a

demand was made, in same day funds (in the currency so received), together with interest

thereon in respect of each day from and including the date such Erroneous Payment (or portion

thereof) was received by such Payment Recipient to the date such amount is repaid to the

Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate

determined by the Administrator in accordance with banking industry rules on interbank

compensation from time to time in effect. A notice of the Administrator to any Payment

Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Issuer or Indemnified Party,

or any Person who has received funds on behalf of an Issuer or Indemnified Party, such Issuer

hereby further agrees that if it receives a payment, prepayment or repayment (whether received

as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise)

from the Administrator (or any of its Affiliates) (x) that is in a different amount than, or on a

different date from, that specified in a notice of payment, prepayment or repayment sent by the

25 1762857977 01917304

Administrator (or any of its Affiliates) with respect to such payment, prepayment or repayment,

(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent

by the Administrator (or any of its Affiliates), or (z) that such Issuer or Indemnified Party, or

other such recipient, otherwise becomes aware was transmitted, or received, in error or by

mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be

presumed to have been made (absent written confirmation from the Administrator to the

contrary) or (B) an error has been made (in the case of immediately preceding clause (z)),

in each case, with respect to such payment, prepayment or repayment; and

(ii) such Issuer or Indemnified Party shall (and shall cause any other recipient that

receives funds on its respective behalf to) promptly (and, in all events, within one

Business Day of its knowledge of such error) notify the Administrator of its receipt of

such payment, prepayment or repayment, the details thereof (in reasonable detail) and

that it is so notifying the Administrator pursuant to this Section 4.7(b).

and apply any and all amounts at any time owing to such Issuer or Indemnified Party under any

Transaction Document, or otherwise payable or distributable by the Administrator to such Issuer

or Indemnified Party from any source, against any amount due to the Administrator under

immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the

Administrator for any reason, after demand therefor by the Administrator in accordance with

immediately preceding clause (a), from any Issuer that has received such Erroneous Payment (or

portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or

portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment

Return Deficiency”), upon the Administrator’s notice to such Issuer at any time, (i) such related

Issuer shall be deemed to have assigned its Capital (but not its Purchased Interest) with respect to

which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return

Deficiency (or such lesser amount as the Administrator may specify) (such assignment of the

Capital (but not Purchased Interest), the “Erroneous Payment Deficiency Assignment”) at par

plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrator

in such instance), and is hereby (together with the Seller) deemed to execute and deliver an

Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment,

(ii) the Administrator as the assignee Issuer shall be deemed to acquire the Erroneous Payment

Deficiency Assignment, (iii) upon such deemed acquisition, the Administrator as the assignee

Issuer shall become an Issuer hereunder with respect to such Erroneous Payment Deficiency

Assignment and the assigning Issuer shall cease to be an Issuer hereunder with respect to such

Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its

obligations under the indemnification provisions of this Agreement and its applicable Purchased

Interest which shall survive as to such assigning Issuer and (iv) the Administrator may reflect in

the Register its ownership interest in the Capital subject to the Erroneous Payment Deficiency

Assignment. The Administrator may, in its discretion, sell any Capital acquired pursuant to an

Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the

Erroneous Payment Return Deficiency owing by the applicable Issuer be reduced by the net

26 1762857977 01917304

proceeds of the sale of such Capital (or portion thereof), and the Administrator shall retain all

other rights, remedies and claims against such Issuer (and/or against any recipient that receives

funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency

Assignment will reduce the Purchased Interest of any Issuer and such Purchased Interest shall

remain available in accordance with the terms of this Agreement. In addition, each party hereto

agrees that, except to the extent that the Administrator has sold Capital (or portion thereof)

acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether

the Administrator may be equitably subrogated, the Administrator shall be contractually

subrogated to all the rights and interests of the applicable Issuer or Indemnified Party under the

Transaction Documents with respect to each Erroneous Payment Return Deficiency (the

“Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,

discharge or otherwise satisfy any obligations owed by the Seller or any other or the Servicer,

except, in each case, to the extent such Erroneous Payment is, and solely with respect to the

amount of such Erroneous Payment that is, comprised of funds received by the Administrator

from the Seller or the Servicer for the purpose of making such Erroneous Payment; provided that

this Section 4.7 shall not be interpreted to increase (or accelerate the due date for), or have the

effect of increasing (or accelerating the due date for), the obligations relative to the amount

(and/or timing for payment) of the obligations that would have been payable had such Erroneous

Payment not been made by the Administrator. For the avoidance of doubt, the foregoing proviso

shall not derogate from any obligations (including indemnification obligations) of the Seller set

forth in any other Section of this Agreement with respect to any Erroneous Payment or

otherwise.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right

or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,

counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or

counterclaim by the Administrator for the return of any Erroneous Payment received, including

without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 4.7 shall survive

the resignation or replacement of the Administrator, the termination of the Purchased Interests

and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under

any Transaction Document.

Section 4.8 Conforming Changes Relating to Daily 1M SOFR and the Term SOFR Rate.

With respect to Daily 1M SOFR and the Term SOFR Rate, the Administrator will have the right

to make Conforming Changes from time to time and, notwithstanding anything to the contrary

herein or in any other Transaction Document, any amendments implementing such Conforming

Changes will become effective without any further action or consent of any other party to this

Agreement or any other Transaction Document; provided that, the Administrator shall provide

notice to the Seller and the Issuer of each such amendment implementing such Conforming

Changes reasonably promptly after such amendment becomes effective.

Section 4.9 Structuring Agent. Each of the parties hereto hereby acknowledges and

agrees that the Structuring Agent shall not have any right, power, obligation, liability,

27 1762857977 01917304

responsibility or duty under this Agreement, other than the Structuring Agent’s right to receive

fees pursuant to Section 1.5. Each Issuer acknowledges that it has not relied, and will not rely,

on the Structuring Agent in deciding to enter into this Agreement and to take, or omit to take,

any action under any Transaction Document.

ARTICLE V.

MISCELLANEOUS

Section 5.1 Amendments, Etc. No amendment or waiver of any provision of this

Agreement or any other Transaction Document, or consent to any departure by the Seller or the

Servicer therefrom, shall be effective unless in a writing signed by the Administrator, and, in the

case of any amendment, by the other parties thereto; and then such amendment, waiver or

consent shall be effective only in the specific instance and for the specific purpose for which

given. No failure on the part of the Issuer or the Administrator to exercise, and no delay in

exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise of any right hereunder preclude any other or further exercise thereof or the exercise of

any other right.

Section 5.2 Notices, Etc. (a) All notices and other communications provided for

hereunder shall, unless otherwise stated herein, be in writing (including facsimile

communication) and shall be personally delivered or sent by certified mail, postage prepaid, via

nationally recognized courier or by facsimile, to the intended party at the mailing address or

facsimile number of such party set forth under its name on the signature pages hereof or at such

other address or facsimile number as shall be designated by such party in a written notice to the

other parties hereto. All such notices and communications shall be effective (i) if personally

delivered, when received, (ii) if sent by certified mail three (3) Business Days after having been

deposited in the mail, postage prepaid, (iii) if via nationally recognized courier for delivery the

next Business Day, and (iv) if transmitted by facsimile, when sent, receipt confirmed by

telephone or electronic means (and shall be followed by a hard copy sent by first class mail).

Section 5.3 Assignability. (a) This Agreement and the Issuer’s rights and obligations

herein (including ownership of the Purchased Interest or an interest therein) shall be assignable,

in whole or in part, by the Issuer and its successors and assigns with the prior written consent of

the Seller; provided, however, that such consent shall not be unreasonably withheld; and

provided further, that no such consent shall be required if the assignment is made to any Affiliate

of PNC (other than a director or officer of PNC) or any Person that is administered by PNC or

any Affiliate of PNC. Each assignor may, in connection with the assignment, disclose to the

applicable assignee (that shall have agreed to be bound by Section 5.6) any information relating

to the Servicer, the Seller or the Pool Receivables furnished to such assignor by or on behalf of

the Servicer, the Seller, the Issuer or the Administrator. The Administrator shall give prior

written notice of any assignment of the Issuer’s rights and obligations (including ownership of

the Purchased Interest to any Person).

(b) [Reserved].

assignable, in whole or in part, by the Administrator and its successors and assigns; provided,

28 1762857977 01917304

that unless: (i) such assignment is to an Affiliate of PNC, (ii) it becomes unlawful for PNC to

serve as the Administrator or (iii) a Termination Event exists, the Seller has consented to such

assignment, which consent shall not be unreasonably withheld.

(d) Except as provided in Section 4.1(d), none of the Seller, UGI or the Servicer may

assign its rights or delegate its obligations hereunder or any interest herein without the prior

written consent of the Administrator.

(e) Without limiting any other rights that may be available under applicable law, the

rights of the Issuer may be enforced through it or by its agents.

(f) Each of (A) the Issuer, (B) its successors and assigns and (C) any assignee under

Section 5.3(a) that, in each case, is not a United States Person (as such term is defined in Section

7701(a)(30) of the United States Internal Revenue Code of 1986, as amended) for United States

federal tax purposes shall deliver to the Seller, with a copy to the Servicer, a United States

Internal Revenue Service Form W-8BEN or W-8ECI (or successor form) properly completed and

certifying in each case that the party delivering such form is entitled to a complete exemption

from withholding or deduction for or on account of any United States federal income taxes with

respect to amounts derived, directly or indirectly, in connection with this Agreement. The Issuer,

if required to deliver such form, shall deliver such form on the Closing Date. A party described

in the foregoing clauses (B) or (C) shall deliver such form concurrently with such party

becoming described in any of such clauses. Each party obligated to deliver a form under the first

sentence of this Section 5.3(f) shall, to the extent permitted by law, further deliver to the Seller,

with a copy to the Servicer, a United States Internal Revenue Service Form W-8BEN or W-8ECI

(or successor form) on or before the date that any such form expires or becomes obsolete or after

the occurrence of any event requiring a change in the most recent form previously delivered by

such party to the Seller, properly completed and certifying in each case that the party delivering

such form is entitled to a complete exemption from withholding or deduction for or on account

of any United States federal income taxes with respect to amounts derived, directly or indirectly,

in connection with this Agreement. The Seller shall not be required to pay to or on behalf of any

party described in the foregoing clauses (A) through (C) any additional amount under Section 1.8

or Section 3.1 attributable to any tax, duty, levy or other charge of any kind whatsoever imposed

upon or required to be withheld or deducted from payments to any such party if such party shall

have failed to satisfy the requirements of this Section 5.3(f); provided that nothing in this Section

5.3(f) shall relieve the Seller of any obligation to pay additional amounts under Section 1.8 or

Section 3.1 if, as a result of a change in treaty, law or regulation or the interpretation or

application thereof, adopted, issued or occurring after the satisfaction by such party of such

requirements, such party is no longer properly entitled to deliver Form W-8BEN or Form

W-8ECI (or successor forms) certifying that such party is entitled to a complete exemption from

withholding or deduction for or on account of any United States federal income taxes with

respect to amounts derived, directly or indirectly, in connection with this Agreement.

Section 5.4 Costs, Expenses and Taxes. (a) In addition to the rights of indemnification

granted under Section 3.1, the Seller agrees to pay on demand (which demand shall be

accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in

connection with the preparation, execution, delivery and administration (including periodic

internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay

29 1762857977 01917304

for more than one audit per year unless a Termination Event has occurred and is continuing) of

this Agreement, the other Transaction Documents and the other documents and agreements to be

delivered hereunder (and all reasonable costs and expenses in connection with any amendment,

waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the

Issuer and their respective Affiliates and agents with respect thereto and with respect to advising

the Administrator, the Issuer and their respective Affiliates and agents as to their rights and

remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable

costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their

respective Affiliates and agents in connection with the enforcement of this Agreement and the