Material Adverse Effect Uses in Compliance with Law Clause

Compliance with Law from Third Amended and Restated Credit Agreement

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2016 (Credit Agreement), is by and among AUTOZONE, INC., a Nevada corporation (the Borrower), the several lenders identified on the signature pages hereto and such other lenders as may from time to time become a party hereto (the Lenders), BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent), and JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the Syndication Agent).

Compliance with Law. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would have a Material Adverse Effect.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), and Mizuho Bank, Ltd., Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as Syndication Agents.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), and Mizuho Bank, Ltd., Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as Syndication Agents.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), and Mizuho Bank, Ltd., Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as Syndication Agents.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), U.S. Bank National Association, as Syndication Agent.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), U.S. Bank National Association, as Syndication Agent.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), and Mizuho Bank, Ltd., Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as Syndication Agents.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), U.S. Bank National Association, as Syndication Agent.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Revolving Credit Agreement

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Credit Agreement), dated as of November 10, 2016 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a Borrower and collectively, the Borrowers), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), U.S. Bank National Association, as Syndication Agent.

Compliance with Law. Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

Compliance with Law from Term Loan Agreement

THIS TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of September 22, 2016, by and among ATMOS ENERGY CORPORATION, a Texas and Virginia corporation (the "Borrower"), the several banks and other financial institutions and lenders from time to time party hereto (the "Lenders"), and BRANCH BANKING AND TRUST COMPANY, in its capacity as administrative agent for the Lenders (the "Administrative Agent").

Compliance with Law. The Borrower will, and will cause its Subsidiaries to, comply with, and obtain all permits and licenses required by, all laws (including, without limitation, all Environmental Laws and ERISA laws), rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property, if the failure to comply would have or would be reasonably expected to have a Material Adverse Effect. The Borrower will, and will cause each of its Subsidiaries and Affiliates to, comply with, and not act in any manner that would result in a violation by any Person (including Lender) of, Anti-Terrorism and Anti-Corruption Laws.