Common use of XXXX Events Clause in Contracts

XXXX Events. Notwithstanding the foregoing, no increase, extension or renewal of the credit facility evidenced by this Agreement (including under Section 2.1(b)) may be closed until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrower’s Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents with respect to each pledged real property: (i) a completed flood hazard determination from a third party vendor; (ii) for each real property located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, with respect to such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliance.

XXXX Events. Notwithstanding the foregoing, no increase, extension or renewal of the credit facility evidenced by this Agreement (including under Section 2.1(b)) XXXX Event may be closed until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrower’s Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is (a) if there are no Mortgaged Properties in a “special flood hazard area”, ten (10) Business Days or (b) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days (in each case, the “Notice Period”), after the date on which the Administrative Agent made available has delivered to the Lenders (which may be delivered electronically) the following documents with in respect to each pledged of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) for each if such real property is located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent applicable Loan Parties of that fact and (if applicable) notification to the Borrowers’ Agent applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent applicable Loan Parties of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is locatedby Flood Insurance Laws, evidence of required flood insurance, which shall ; provided that any such XXXX Event may be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, closed prior to the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by Notice Period if the Administrative Agent or shall have received confirmation from each applicable Lender that such Lender has completed any Lendernecessary flood insurance due diligence to its reasonable satisfaction; provided, further, that in the case of both (a) and (b), if Bank of America, N.A. provides written notice to the Administrative Agent before the expiration of the Notice Period that its flood insurance due diligence and/or flood insurance compliance has not been completed, together with respect to reasonable supporting detail regarding such real propertynon-completion, such Lender will Notice Period shall be deemed to extended until such time that the Administrative Agent shall have completed its received written confirmation from such bank (or banks) that flood insurance due diligence and flood insurance compliancecompliance have been completed by such banks (or banks) (such written confirmation not to be unreasonably withheld, conditioned or delayed).

XXXX Events. Notwithstanding anything else to the foregoingcontrary in the Agreement, no increase, extension or renewal of the credit facility evidenced by this Agreement (including under Section 2.1(b)) XXXX Event may be closed until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has the Lenders have not informed the Administrative Agent and the Borrower’s Agent Borrower of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is thirty (30) days (or 5 Business Days if no pledged real estate is in an SFHA Zone) after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents with respect to each pledged real property: (i) a completed flood hazard determination from a third party vendor; (ii) for each real property located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent applicable Loan Party of that fact and (if applicable) notification to the Borrowers’ Agent that applicable Loan Party flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent applicable Loan Party of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, insurance with respect to such real propertyMortgage, such Lender Lenders will be deemed to have completed its flood insurance due diligence and flood insurance compliance.compliance and to have consented to such Mortgage. [REMAINDER OF PAGE IS LEFT INTENTIONALLY BLANK] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Facsimile: (000) 000-0000 Re: UGI Energy Services, LLC [Date] Ladies and Gentlemen: Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of February 29, 2016 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among UGI Energy Services, LLC (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Revolving Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Revolving Borrowing requested hereby:

XXXX Events. Notwithstanding the foregoing, no increase, extension or renewal of the credit facility evidenced by this Agreement (including under Section 2.1(b)) No XXXX Event may be closed until the date that is (a) if there are no Material Real Estate Assets subject to Mortgages located in an area which has been identified by the U.S. Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area,” ten (10) Business Days or (b) if there are any Material Real Estate Assets subject to Mortgages located in an area which has been identified by the U.S. Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area,” thirty (30) days (in each case, the “Notice Period”), after the Administrative Agent has delivered to the Lenders the following documents in respect of each such Material Real Estate Asset: (i) a completed Flood Determination Form from a third party vendor, (ii) if such Material Real Estate Asset is located in a “special flood hazard area,” (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the applicable Loan Party of such notice, and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such Material Real Estate Asset is located, evidence of flood insurance in an amount and in all other respects sufficient to comply with all applicable rules and regulations promulgated under the Flood Laws and otherwise reasonably satisfactory to the Administrative Agent or as otherwise required from time to time by the Administrative Agent and the Lenders; provided that any such XXXX Event may be closed prior to the Notice Period if the Administrative Agent shall have received written confirmation from the Lenders Arrangers that flood insurance due diligence and flood insurance compliance has have been completed by the Lenders Arrangers (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrower’s Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents with respect to each pledged real property: (i) a completed flood hazard determination from a third party vendor; (ii) for each real property located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice provided further that any obligations any Loan Party may have under Section 5.12 to grant a Mortgage within the 120-day time period described therein shall be extended for so long as is required to be provided to ensure compliance with the Borrowers’ Agent and flood insurance is available requirements set forth in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, with respect to such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliancethis Section 9.23.

XXXX Events. Notwithstanding Each of the foregoingparties hereto acknowledges and agrees that, no if there are any real properties subject to a Lien in favor of the Administrative Agent (each such property a “Mortgaged Property”), then in connection with any increase, extension or renewal of any of the credit facility evidenced by this Agreement Loans or Commitments (including under Section 2.1(b)) may be closed until but excluding (a) any continuation or conversion of any Borrowing, (b) the making of any Borrowing or (c) the issuance, amendment or extension of any Letter of Credit) (I) the Administrative Agent or the Borrowers, as applicable, shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not deliver or cause to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrower’s Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents with respect to each pledged real propertyLender: (i) a completed flood hazard determination from a third party vendorvendor for each such Mortgaged Property; (ii) for each real property Mortgaged Property which has buildings or other improvements located in a “special flood hazard area”, , (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lenderthereunder, with respect to such real property, and (II) no amendment to this Agreement or any other Loan Document to effect any such increase, extension or renewal shall be effective until (x) if there are no Mortgaged Properties in a special flood hazard zone, five (5) Business Days after the delivery of each such completed flood hazard determination or (y) if there are any Mortgaged Properties with buildings or other improvements in a special flood hazard zone, the Administrative Agent shall have completed its flood insurance diligence to its reasonable satisfaction and the Administrative Agent shall have received written confirmation from each Lender participating in such increase, extension or renewal of this Agreement that such Lender will has completed flood insurance diligence to its reasonable satisfaction; provided that, the Administrative Agent and each such participating Lender shall use commercially reasonable efforts to complete all such flood insurance diligence within 5 Business Days after the date such information with respect to each Mortgaged Property under clause (I) above has been made available to the Lenders; provided further that, if any such participating Lender has not informed the Administrative Agent of any outstanding flood insurance diligence requirements or that its flood diligence has not been completed by the date that is 10 days after the date the information with respect to each Mortgaged Property under clause (I) above has been made available to the Lenders, then such participating Lender shall be deemed to have completed its flood insurance due diligence diligence. (d) Section 4.2 of the Credit Agreement is hereby amended and flood insurance compliance.restated as follows: