Maintenance of Dominion Account Each Borrower shall maintain each of its Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent Each Borrower shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges If a Dominion Account is not maintained with BMO then so long as BMO is a Lender hereunder, Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with BMO Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank

Bank Accounts and Collection Account; Dominion. No Borrower shall # establish any deposit account, cash management account, safekeeping or custodial account or similar account or any lock box or vault or other arrangement with any Person, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed, # receive or accept any monies, checks, instruments, remittances, proceeds or other payments, including proceeds of Contracts, in any account other than the Collection Accounts, an account listed in [Schedule 7.19] or a new account opened in accordance with this [Section 8.16] or # commingle proceeds of Collateral with funds from any other source except as contemplated by the Intercreditor Agreement and the Security Agreement; provided, however, that, with respect to any such account, unless Agent notifies Borrower Agent to the contrary prior to opening any such account, Agent consent under [clause (i) hereof] shall not be required if such Borrower is in compliance with [Section 5.2(a)] with respect to such account. Except as otherwise agreed to by Agent, Borrowers shall maintain the Collection Accounts at all times at Wells Fargo. Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, a Dominion Period (as defined in the Intercreditor Agreement) or on any date when Hypothetical Availability is less than or equal to 5% of the Credit Facility Exposure, the Agent shall have the right to notify the bank identified in any Collection Account Agreement to terminate Borrowers’ right to withdraw any funds from the Collection Accounts identified therein and only Agent shall thereafter have a right to withdraw any funds from the Collection Accounts. Agent shall rescind such notice and reinstate such Borrower’s right to withdraw funds from the Collection Accounts if no Event of Default, Dominion Period is in effect (or, as applicable, Hypothetical Availability is greater than 5% of the Credit Facility Exposure) for a period of 60 consecutive days, to the extent not inconsistent with the Intercreditor Agreement.

The Dominion Account will at all times be under the sole dominion and control of the Collateral Agent.

Dominion Account: a special account established by Borrowers at BMO or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes during a Dominion Trigger Period.

Upon # the occurrence and during the continuation of an Event of Default or # the failure of Liquidity to exceed ​ for five (5) consecutive Business Days, ​ may elect to require that all collections of Receivables and other proceeds of Collateral be paid directly to ​ or paid to ​ pursuant to Deposit Account Control Agreements (such period of election, a "Cash Dominion Period"). Borrower shall be permitted to exit a Cash Dominion Period on the date that # Liquidity exceeds ​ for sixty (60) consecutive days and # no Event of Default then exists. During any Cash Dominion Period, all collections of Receivables and other proceeds of Collateral shall be applied first to the Revolving A Advances until the Revolving A Facility Usage has been reduced to zero, and thereafter to the Revolving B Advances.

Proceeds of Collateral Each Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account) If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account

“Dominion Account” has the meaning assigned to such term in [Section 5.11].

“Cash Collateral Account” means an account held at, and subject to the sole dominion and control of, the Collateral ​.

Upon the occurrence and during the continuance of a Cash Dominion Period, all amounts in the Dominion Account shall be applied by the Administrative Agent pursuant to [clause (b)] of the proviso to [Section 5.11].

Notice of Cash Dominion Period. [Section 5.01(l)] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

For the first four full calendar years following the Effective Time, Dominion, through Dominion Questar, will provide equity funding, as needed, to Dominion Questar Gas in order to maintain an end-of-year common equity percentage of total capitalization in the range of 50-55 percent (50-55%).

As part of this and future regulatory proceedings, Dominion Questar Gas will provide information about Dominion or its other subsidiaries relevant to matters within the Commission’s jurisdiction.

The Deposit Account and Cash Management Account shall be subject to the exclusive dominion and control of the Agent and, except as otherwise expressly provided herein, neither any Borrower, any Manager nor any other party claiming on behalf of, or through, any Borrower or any Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

All collected amounts received in the Dominion Account during a Cash Dominion Period and upon receipt by the Borrowers of written notice thereof by the Administrative Agent shall be distributed and applied on a daily basis to the repayment of all Loans outstanding under this Agreement and to the payment of all other Obligations then due and owing pursuant to the waterfalls set forth in [Section 2.18(3)]; provided that amounts applied pursuant to subclauses [(iv) and (vii)])] of [clause (a)] thereof and subclause # of [clause (b)] thereof will be applied:

Dominion will give employees of Dominion Questar and its subsidiaries due and fair consideration for other employment and promotion opportunities within the larger Dominion organization, both inside and outside of Utah and Wyoming, to the extent any such employment positions are re-aligned, reduced or eliminated in the future as a result of the Merger.

Dominion Questar Gas, Dominion Questar, and Wexpro will maintain access to a complete set of their books and records, including accounting records, as well as access to affiliate charges to Dominion Questar Gas, at their corporate office in Salt Lake City, Utah, while acknowledging the Wyoming Commission’s authority pursuant to W.S.§ 37-2-116.

Dominion Questar Gas will be managed from an operations standpoint as a separate regional business under Dominion with responsibility for managing operations to achieve the objectives of customer satisfaction; reliable service; customer, public and employee safety; environmental stewardship; and collaborative and productive relationships with customers, regulators, other governmental entities and interested stakeholders. Dominion Questar Gas will have its own local operating management located in Salt Lake City, Utah. Dominion commits that there are no plans to change this organizational and management structure for the foreseeable future.

Dominion intends to maintain credit metrics that are supportive of strong investment-grade credit ratings (targeting the Single-A range) for Dominion Questar Gas. For the first four years following the Effective Time, in any rate proceeding where Dominion Questar Gas’s rate of return is established or the utility seeks to reset the previously authorized rate of return on rate base, Dominion Questar Gas will demonstrate that its cost of debt proposed for recovery in rates is not greater than would have been incurred absent the Merger.

an amount not to exceed ​ in the aggregate that is on deposit in a segregated DDA that the Borrowers designate in writing to the Administrative Agent as being the “uncontrolled cash account” (the “Designated Disbursement Account”), which funds will not be funded from, or when withdrawn from the Designated Disbursement Account, will not be replenished by, funds constituting Collateral (or proceeds of Collateral) so long as such Cash Dominion Period continues; or

If any part of the Borrowers’ Cash Collateral is provided in cash, such cash shall be deposited in an interest-bearing account established by the Agent in the name of, and under the sole dominion and control of, the Agent (the “Cash Collateral Account”). All amounts held in the Cash Collateral Account shall be held as cash and shall bear interest at a rate equal to the rate generally offered by the Agent for deposits equal to the amount held in the account.