Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) The Company may at any time and from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause new Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the existing Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice; provided that (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than US$500,000,000 in the Aggregate Commitments by addingaggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$500,000,000 aggregate amount remaining unused) for any such increase, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks each LC Issuer (such which approval shall not to be unreasonably withheld)) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to completing and after giving effect delivering to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by Administrative Agent a commitment increase duly executed accession agreement in a form and substance reasonably acceptable satisfactory to the Administrative Agent and executed by WPZthe Company (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation Commitment or Commitments of such Increasing Lender as provided in such Accession Agreement. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in the Commitment of any Lender) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 4.02(b) and (c), giving effect to such increase and (ii) on the effective date of such increase increase, the conditions set forth in Sections 4.01(b) and (the “Increase Effective Date”). Each financial institution that becomes c) shall be satisfied (with all references in such paragraphs to a New Lender pursuant Credit Event being deemed to this Section by the execution be references to such increase) and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) have received a certificate to that effect dated as of the Increase Effective Date, signed such date and executed by a Responsible Financial Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCompany. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) Provided there exists no Default (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request a new term loan (an “Incremental Term Loan”) in an aggregate amount for all such Incremental Term Loans not to exceed $150,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such Incremental Term Loan, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan (i) WPZ shall rank pari passu in right of payment with the existing Term Loans and shall have the optionsame benefits of any additional guaranties or collateral and (ii) shall be treated substantially the same as (and in any event no more favorably than) the existing Term Loans. The applicable Lenders shall approve the maturity, without amortization, pricing, funding and other terms of such Incremental Term Loan. The aggregate amount of any Incremental Term Loan hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $10,000,000 in excess thereof). To achieve the consent full amount of a requested Incremental Term Loan, the Borrowers may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, from time however, that no existing Lender shall be obligated and/or required to time accept an increase in its Commitment pursuant to cause one this Section 2.12 unless it specifically consents to such increase in writing. Any Lender or more increases Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.12 (an “Incremental Term Loan Commitment”) shall, in the Aggregate Commitments by addingconnection therewith, subject deliver to the prior approval of Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Commitments are increased in accordance with this Section, the Administrative Agent and the Issuing Banks Borrowers shall determine the effective date (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New LendersIncremental Term Loan Effective Date”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and final allocation of such increase in Incremental Term Loan. The Administrative Agent shall promptly notify the Aggregate Commitments Administrative Borrower and the effective date Lenders of the final allocation of such increase (Incremental Term Loan and the “Increase Incremental Term Loan Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution Date and delivery to the Administrative Agent of the applicable commitment increase agreement Schedule 2.01 hereto shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Datedeemed amended to reflect such increase and final allocation. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase such increase, in addition to any deliveries pursuant to subsection (c)(ia) above, WPZ the Borrowers shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: : (A1) a certificate of each Loan Party dated as of the Increase Incremental Term Loan Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the General Partner certifying that each of the conditions resolutions adopted by such Loan Party approving or consenting to such increase set forth in this Section 2.01(cincrease, and (ii) shall have occurred and been complied with and certifying that, before and after giving effect to such increaseIncremental Term Loan, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of such earlier date, and except that for purposes of this Section 2.12, the Increase Effective Date representations and warranties contained in subsections (a) and (b) of Section 5.01 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (2) a statement of reaffirmation from each Loan Party pursuant to which each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, except it is bound by all terms of this Agreement and the other Loan Documents; (3) if the Incremental Term Loan is being provided by an existing Lender, and such Lender is then in possession of a Note, then a revised Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (4) if the Incremental Term Loan is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (5) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). (c) This Section shall supersede any provisions in Sections 2.10 or 10.01 to the extent that contrary. (d) The Borrowers, Guarantors, Administrative Agent and the Lenders shall enter into an amendment of this Agreement and the other Loan Documents as necessary to evidence such representations Incremental Term Loan or to have it be guaranteed and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier datesecured by the other Loan Documents (the “Incremental Term Loan Amendment”), and (2) no Default or Event of Default exists all Lenders not providing the Incremental Term Loan hereby consent to such limited scope amendment without future consent rights, provided that the pricing and is continuing; (B) such certificates of resolutions or maturity shall be determined by the Borrowers and the Lenders. Additionally, the Borrowers, Guarantors and each Lender shall execute and deliver to Administrative Agent any other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documentation as the Administrative Agent shall reasonably specify to evidence, guarantee or secure such Incremental Term Loan. The Incremental Term Loan Amendment, without the consent of any other Lender, may reasonably require evidencing effect such amendments to this Agreement and the identityother Loan Documents as may be necessary or appropriate, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary reasonable opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause the Lenders and the Borrowers, to implement to terms of the Incremental Term Loan, including amortization, pricing, maturity, and such Lender to become other technical amendments as may be necessary or cease to be an Issuing Bank under this Agreement appropriate in the reasonable opinion of the Administrative Agent, the Lenders and (B) increase or decrease the Letter Borrowers in connection with the establishment of Credit Commitment of any Lender as an Issuing Banksuch Incremental Term Loan.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time after the Closing Date and prior to the Term Loan Maturity Date, request on one or more occasions, up to three in the aggregate, Incremental Term Loan Commitments from one or more Incremental Term Lenders, (which may or may not include any existing Lender (each of which may be entitled to agree or decline to participate in its sole discretion if so offered the opportunity to do so)) in an aggregate principal amount not to exceed the sum of (i) WPZ shall have the option$50,000,000 plus (ii) an unlimited amount, without the consent of the Lendersso long as, from time to time to cause one or more increases in the Aggregate case of this clause (ii), after giving pro forma effect to the Borrowing of such Incremental Term Loan and the application of proceeds therefrom (assuming all such Incremental Term Loan Commitments by addingwere fully drawn and without “netting” the cash proceeds of any Incremental Term Loans, and after giving pro forma effect to any Permitted Acquisition, Investment or other transaction consummated in connection therewith), the Leverage Ratio shall not exceed 2.50:1.00; provided, that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks in its discretion (such approval not to be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Term Loan Commitments are requested to this Agreement one become effective (which shall not be less than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or more commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (b) The Borrower may seek Incremental Term Loan Commitments from existing Lenders (each of which may be entitled to agree or decline to participate in its sole discretion if so offered the opportunity to do so) and other Persons additional banks, financial institutions as and other institutional lenders who will become Incremental Term Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to in connection therewith. The Borrower and after giving effect to the increase, no Default or Event of Default each Incremental Term Lender shall have occurred hereunder execute and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the applicable commitment increase agreement Incremental Term Loans to be made thereunder; provided, that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be a “Lender” for all purposes under this Agreement on no earlier than the applicable Increase Effective Date. The Borrowers shall borrow Term Loan Maturity Date and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the remaining weighted average life to maturity of the Closing Date Term Loans, and provided, further, that, if the Initial Yield on such Other Term Loans exceeds by more than 0.50% the sum of (A) the margin then in effect for Term Loans that are Eurodollar Loans plus (B) one-quarter of the amount of such upfront fee paid on the Closing Date in respect of the Term Loans (the amount of such excess above 0.50% being referred to herein as the “Yield Differential”), then the Applicable Loan Margin then in effect for each such affected Type of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. As a condition precedent to each increase pursuant to subsection (c)(i) aboveused in the prior sentence, WPZ shall deliver to the Administrative Agent“Initial Yield” shall, to the extent requested as determined by the Administrative Agent, be equal to the following in form sum of (x) the margin above the Adjusted Eurodollar Rate on such Other Term Loans (which shall be increased by the amount any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made exceeds the Adjusted Eurodollar Rate) plus (y) if the Lenders making such Other Term Loans receive an upfront fee (other than a customary arrangement, underwriting or structuring fee or other similar fee) directly or indirectly from the Borrower or any of its Subsidiaries, the amount of such upfront fee divided by the lesser of (A) the average life to maturity of such Other Term Loans and substance (B) four. The other terms of the Incremental Term Loans and the Incremental Term Loan Assumption Agreement to the extent not consistent with the terms applicable to the Term Loans hereunder shall otherwise be reasonably satisfactory to the Administrative Agent: (A) a certificate dated ; and, to the extent that such Incremental Term Loan Assumption Agreement contains any covenants, events of default, representations or warranties or other rights or provisions that place greater restrictions on the Borrower or any of their respective Subsidiaries that are more favorable to the Lenders making such Other Term Loans, the existing Lenders shall be entitled to the benefit of such covenants, events of default, representations and warranties, and other rights and provisions so long as such Other Term Loans remain outstanding and such additional covenants, events of default, representations and warranties, and other rights and provisions shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein, without any further action required on the part of any Person effective as of the Increase Effective Date, signed by a Responsible Officer date of such Incremental Term Loan Assumption Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement or such other joinder agreement or amendment. Each of the General Partner certifying that each parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement or such other joinder agreement or amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the conditions Incremental Term Loan Commitment and any other joinder agreement or amendment may without the consent of the other Lenders hereto effect such amendments to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effectuate the provisions of this Section 2.15, and, for the avoidance of doubt, this Section 2.15(b) shall supersede any provisions to the contrary in Section 11.12. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) All Incremental Term Loans shall rank pari passu in rights of payment, prepayment, voting, security, and lien priorities with the initial Term Loans, will be secured by the Collateral and shall be guaranteed by the Subsidiary Guarantors. (d) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.15 unless (i) on the date of such effectiveness, the conditions set forth in Section 4.02 shall be satisfied (or waived) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation substantially consistent with those delivered on the Closing Date, and (iii) the Credit Parties and their Subsidiaries would be in compliance on a pro forma basis (assuming all such Incremental Term Loan Commitments were fully drawn and without “netting” the cash proceeds of any Incremental Term Loans, and giving pro forma effect to any Permitted Acquisition or other transaction consummated in connection therewith) with a Leverage Ratio that does not exceed 0.25 to 1.00 less than the Leverage Ratio that is actually provided for in Section 7.07(a) at the time of such Borrowing. (e) Both immediately before and immediately after giving effect to any Incremental Term Loan Commitment, the borrowings thereunder and the application of proceeds therefrom, (A) no Event of Default shall have occurred and be continuing or would exist after giving effect thereto and (B) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall be true and correct in all respects) on and as of such date to the Increase Effective Date after giving effect to such increasesame extent as though made on and as of that date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall be true and correct in all respects) on and as of such earlier date; provided that, notwithstanding anything to the contrary in this Section 2.15 or in any other provision of any Loan Document, if the proceeds of any Incremental Term Loan are being used to finance a Limited Condition Acquisition (i) no Event of Default under Section 8.01(a) or (i) exists or would result from the incurrence of such Incremental Term Loans, and (2ii) no Default or Event of Default exists the representations and is continuing; warranties shall be limited to (Bx) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the representation and warranty that the Loans incurred pursuant to this Agreement are senior Indebtedness of the General Partner as Borrower and (y) the Specified Representations, which shall be true and correct both at the time of signing of the relevant acquisition or similar agreement and at the time of the incurrence such Incremental Term Loans. If applicable, the Administrative Agent may reasonably require evidencing shall have received a Notice of Borrowing in respect of any Incremental Term Loans by the identity, authority date and capacity time required hereunder with respect to the applicable Type of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as Loan. (f) Each of the parties hereto hereby agrees that the Administrative Agent may, with the Borrower’s prior written consent, take any and all action as may be reasonably require necessary to evidence ensure that WPZ is validly existing all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis, and in good standing in its jurisdiction the Borrower agrees that Section 3.02 shall apply to any conversion of organization; and (C) a favorable customary opinion of counsel Eurodollar Loans which are Term Loans to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested Base Rate Loans reasonably required by the Administrative Agent or such Lenders. (iiito effect the foregoing. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments set forth in Section 2.12(b) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease required to be an Issuing Bank under this Agreement and (B) increase or decrease made after the Letter making of Credit Commitment such Incremental Term Loans shall be ratably increased by the aggregate principal amount of any Lender as an Issuing Banksuch Incremental Term Loans.

Increase in Commitments. (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments denominated in any currency to be incurred by the Borrower and/or any U.S. Subsidiary Guarantor (each, an “Incremental Facility”) pursuant to any Incremental Joinder; provided that after giving effect to any such addition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall be incurred in compliance with the requirements of the Incremental Cap, tested at the time of incurrence thereof. Each such addition under this Section 2.16(a). shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) Any loans made in respect of any such additional Term Commitments (the “Incremental Term Loans”) may be made, at the option of the Borrower, either by (i) WPZ increasing the Initial Term Loans with the same terms (including pricing) as the existing Initial Term Loans, or (ii) creating a new tranche of terms loans (an “Incremental Term Loan Class”); provided that any Incremental Term Loan Class (A) shall have not mature prior to the optionstated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Incremental Term Loans, without (B) the consent Weighted Average Life to Maturity of any Incremental Term Loan Class shall be no less than the LendersWeighted Average Life to Maturity of such latest maturing Class of Term Loans and (C) any Incremental Term Loans may participate on a pro rata basis, from a less than pro rata basis (or, solely as compared to any later maturing Class of Term Loans, greater than pro rata basis) in any mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) with the then outstanding Term Loans; provided that clauses (A) and (B) above shall not apply to (X) any customary bridge loans so long as any loans, notes, securities or other Indebtedness which exchanged for or otherwise replace such bridge loans satisfies (or will satisfy at the time to time to cause of incurrence or rollover) the requirements of such clauses and (Y) Incremental Facilities with an aggregate outstanding principal amount not in excess of $350,000,000. (c) Any such additional Revolving Credit Commitments may be made by (x) establishing one or more increases additional Classes of revolving credit commitments (an “Incremental Revolving Facility”); provided the (i) final maturity date of any such Incremental Revolving Facility shall be no earlier than the final maturity date of the Initial Revolving Credit Facility, (ii) such Incremental Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity date of the Initial Revolving Credit Facility and (iii) any Incremental Revolving Facility may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro basis) in any reduction or termination as compared to earlier maturing Revolving Credit Commitments or (y) increasing any Class of Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”) with the same terms as such existing Class of Revolving Credit Commitments (it being understood that, if required to consummate an Incremental Revolving Facility, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Credit Facility being increased may be increased for all Revolving Credit Lenders of the Revolving Credit Facility being increased, but additional upfront or similar fees may be payable to the Lenders participating in the Aggregate Incremental Revolving Credit Commitments without any requirement to pay such amounts to any existing Revolving Credit Lenders). (d) The Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement (each, an “Incremental Joinder”). No Lender will be obligated to provide all or any portion of any Incremental Facility and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any failure by addinga Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Incremental Facility. (e) If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default Borrower shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and determine the effective date of such increase (the “Increase Incremental Effective Date”)) and the final allocations of such additional Commitments. Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the The Administrative Agent shall promptly notify the Borrower and the lenders providing such Incremental Facility of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on final allocation thereof and the applicable Increase Incremental Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and thataddition, before and after giving effect to such increase, (1i)(A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article 5 and the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Increase Incremental Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall have been true and correct in all material respects as of such earlier date, and (2B) no Default or Event of Default exists after giving effect to such addition (or, in the case incurred to fund a Permitted Acquisition, no Specified Event of Default exists after giving effect to such addition); provided that notwithstanding anything to the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Transaction, at the option of the Borrower, (1) the conditions to the Incremental Effective Date shall be subject to the LCT Provisions and (2) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Effective Date shall be the Specified Representations). (f) On each Incremental Effective Date, (i) each Lender or Eligible Assignee which is continuing; providing an Incremental Term Loan Class (A) shall become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Incremental Term Loan to the Borrower or the applicable Subsidiary Guarantor in a principal amount equal to such certificates additional Term Commitment, and such Incremental Term Loan shall be deemed a “Term Loan” for all purposes of resolutions this Agreement and the other Loan Documents and (ii) each Lender or Eligible Assignee which is providing an Incremental Revolving Credit Commitment shall become a “Revolving Credit Lender” for all purposes of this Agreement and the other actionLoan Documents, incumbency certificates and/or other certificates of with a Responsible Officer Revolving Credit Commitment of the General Partner applicable Class. (g) The interest rate applicable to any Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental Term Loans; provided that in the case of any such Incremental Term Loans denominated in Dollars that are secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security (other than customary bridge loans), the All-In-Rate applicable thereto will not be more than 0.50% per annum higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the proviso below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the All-In-Rate applicable to such Indebtedness, minus 0.50% per annum (it being agreed that, the relative rate differentials in any pricing grid specified in the Applicable Margin shall continue to be maintained), provided that, unless otherwise agreed by the Borrower in its sole discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application or imposition of an Base Rate floor or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan. (h) Any Incremental Facility, if secured, may be secured only by the Collateral (provided that, in the case of any Incremental Facility that is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds (and may not be secured by any other assets prior to such release)) and rank pari passu or junior with respect to security with the Facilities (and if secured, subject to an Acceptable Intercreditor Agreement (which may be effective (or entered into) only immediately after such release from Escrow referred to herein)) and, if guaranteed, will not be guaranteed by an entity which is not (or does not become) a Loan Party. (i) Except as otherwise specified above, the other terms of any Incremental Facility (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions), shall be on terms and pursuant to documentation to be determined between the Borrower and the lenders providing such Incremental Facility (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent); provided that, at the election of the Borrower, to the extent any more restrictive covenant is added for the benefit of any Incremental Facility (except to the extent only applicable after the latest maturity date of the Facilities), such covenant may reasonably require evidencing also be added for the identitybenefit of all of the Facilities (or, authority in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and capacity agreed that no consent of such Responsible Officer thereof authorized to act as a Responsible Officer the Administrative Agent and/or any Lender shall be required in connection with any amendment adding such increase agreement, and covenant or implementing such documents and certifications as Incremental Facility. The Borrower shall provide the Administrative Agent may reasonably require prompt written notice of any amendment to evidence that WPZ is validly existing effect an Incremental Facility pursuant to this Section 2.16 and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent hereby agrees to (and is directed by each Lender if requested to) acknowledge such amendment as promptly as practicable following such written notice; it being acknowledged and agreed by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any each Lender to (A) after consultation with that the Administrative Agent, cause in its capacity as such, shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to become or cease the fullest extent permitted by Law any claims with respect to be an Issuing Bank under this Agreement and (B) increase or decrease such acknowledgment; provided that, failure to obtain such acknowledgment shall in no way affect the Letter of Credit Commitment effectiveness of any Lender as an Issuing Bankamendment entered into to effectuate such amendment in accordance with this Section 2.16. (j) The proceeds of any Incremental Facility may be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other Investments and any other use not prohibited by this Agreement.

Increase in Commitments. (ia) WPZ shall have The Borrower may, by written notice to the optionAgent, without the consent of the Lenders, from time request to time to cause effect one or more increases in the Aggregate aggregate amount of the Commitments by adding(the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, subject as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubt, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) extent permitted prior to and after giving effect to using Section 2.20(a)(ii). Notwithstanding the increaseforegoing, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no if the Borrower has not included in such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable notice to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of for any Incremental Commitments an explicit election to establish such increase in the Aggregate Incremental Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.162.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals shall not be unreasonably withheld) and the Borrower and each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. (b) Each of the parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage ensure that, after giving effect to any nonratable increase Incremental Commitments, the outstanding Revolving Loans (if any) are held by the Lenders in accordance with their new Applicable Percentages. This may be accomplished at the Aggregate discretion of the Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing existing Lenders to assign portions of their outstanding Revolving Loans to Lenders providing the Incremental Commitments under and the Additional Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this Sectionparagraph (b) shall be subject to Section 2.15, but otherwise without premium or penalty. (iic) As Notwithstanding the foregoing, no Incremental Commitments or addition of a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ new Lender shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in become effective under this Section 2.01(c2.20 unless, (i) no Default shall have occurred and been complied with and that, before and or be continuing or would exist after giving effect to such increase, (1ii) on the representations date of such increase, the conditions set forth in paragraphs (a) and warranties (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (iii) upon reasonable request by the Agent, the Agent shall have received legal opinions and board resolutions consistent with those delivered on the Closing Date under Sections 4.01(g) and 4.01(k)(i) and (iv) on a Pro Forma Basis, after giving effect to such Incremental Commitments and any Acquisition to be consummated simultaneously with such increase, the Borrower shall be in compliance with Section 6.01 (it being understood that for purposes of determining compliance with this clause (iv), the Commitments shall be deemed to be fully drawn). (d) Any Incremental Commitments established hereunder shall have terms identical to the Commitments existing immediately prior to the establishment of such Incremental Commitments; provided that any commitment, arrangement, upfront or similar fees may be agreed among the Borrower, the Lenders and the Additional Lenders providing such Incremental Commitments. (e) Incremental Commitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other than Added L/C Representations) contained in Facility Documents, executed by the Borrower, each Lender agreeing to provide such Incremental Commitment, each Additional Lender and the Agent. The Incremental Amendment may, without the consent of any other Agents or Lenders, effect such amendments to this Agreement and the other Loan Facility Documents are true and correct as may be necessary or appropriate in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary reasonable opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersBorrower to effect the provisions of this Section 2.20. (iiif) Any Borrower This Section 2.20 shall have supersede any provisions in Section 2.17 or 10.02 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (a) The (x) U.S. Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and (y) the EMEA Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments, in an aggregate principal amount (together with all Incremental Equivalent Debt outstanding at such time) not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion; provided that if any such existing Lender does not respond to such written notice within five (5) Business Days, such Lender shall be deemed to have declined to participate therein) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith; provided, further that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of (i) WPZ the Administrative Agent in its reasonable discretion (such consent not to be unreasonably withheld, conditioned or delayed), to the extent the Administrative Agent would be required to consent to the assignment of any Loans or Commitments to such Incremental Term Lender and Incremental Revolving Credit Lender pursuant to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer, to the extent such consent would have been required for assignments of any Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall have set forth (i) the option, without the consent amount of the LendersIncremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of, from time to time to cause one or more increases in the Aggregate case of Incremental Term Loan Commitments by addingand/or Incremental Revolving Credit Commitments denominated in Dollars, subject $1,000,000 and a minimum amount of $10,000,000, in the case of Incremental Term Loan Commitments denominated in Euro, €1,000,000 and a minimum amount of €10,000,000 and in the case of Incremental Term Loan Commitments denominated in another currency (which currency shall be reasonably acceptable to the Administrative Agent), such minimum increments as the Applicable Borrower and the Administrative Agent shall reasonably agree), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion), (iii) whether such Incremental Term Loan Commitments are to be Closing Date EMEA Term Commitments, Closing Date U.S. Term Commitments or commitments to make term loans with terms different from the Closing Date Term Loans (“Other Term Loans”) and (iv) in the case of Other Term Loans, whether such Other Term Loans are to be EMEA Facility Obligations or U.S. Obligations. Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans. (b) The Applicable Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. The U.S. Borrower and each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Additional Credit Extension Amendment shall specify the terms of the Incremental Term Loans or Incremental Revolving Loans, as applicable, to be made thereunder; provided, that (i) the final maturity date of any Other Term Loans shall be no earlier than the Latest Maturity Date, (ii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the weighted average life to maturity of the Closing Date Term Loans and any outstanding Incremental Term Loans and (iii) with respect to any Other Term Loans made within the first twelve (12) months after the Closing Date, if the Initial Yield on such Other Term Loans exceeds by more than 50 basis points the Initial Yield of the Term Loans that are Eurocurrency Loans in the same currency as such Other Term Loans (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each such affected Type of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans (this clause (iii), the “MFN Protection”). As used in the prior approval sentence, “Initial Yield” shall, as determined by the Administrative Agent, be equal to the sum of (x) the margin above the Adjusted Eurocurrency Rate on such Term Loans (which shall be increased by the amount any “LIBOR floor” or “EURIBOR floor”, as applicable, applicable to such Term Loans on the date such Term Loans are made exceeds the Adjusted Eurocurrency Rate) plus (y) if the Lenders making such Other Term Loans receive any upfront fee or similar fees (including original issue discount where the amount of such discount is equated to interest based on an assumed four (4) year life to maturity, but excluding any arrangement, underwriting, structuring or similar fees) directly or indirectly from the Applicable Borrower or any Subsidiary, the amount of such upfront fee or similar divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four. The other terms of the Incremental Term Loans and the Additional Credit Extension Amendment to the extent not inconsistent with the terms specified in clauses (i), (ii) and (iii) above shall otherwise be as agreed among the Applicable Borrower, the Administrative Agent and the Issuing Banks (such approval not Incremental Term Lenders and reasonably satisfactory to be unreasonably withheld)the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Each of the parties hereto hereby agrees that, to upon the effectiveness of any Additional Credit Extension Amendment, this Agreement one shall be amended to the extent necessary and appropriate to reflect the existence and terms of the Incremental Term Loan Commitment or more financial institutions Incremental Revolving Credit Commitment, as applicable, evidenced thereby, without requiring the consent of any other Lender, other than the Lenders providing such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments. (collectivelyc) All Incremental Term Loans made to the U.S. Borrower shall rank pari passu to any then outstanding Closing Date U.S. Term Loans as to lien priorities, rights of payment and prepayment and voting and shall be secured only by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that such Incremental Term Loan may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor. All Incremental Term Loans made to the EMEA Borrower shall rank pari passu to any then outstanding Closing Date EMEA Term Loans as to lien priorities, rights of payment and prepayment and voting and shall be secured only by the Collateral and guaranteed by the EMEA Borrower Guarantors; provided that such Incremental Term Loan may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor. (d) No Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.17 unless on the date of such effectiveness, the “New Lenders”Administrative Agent shall have received a certificate certifying that the conditions set forth in Section 4.02(iii) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and shall be satisfied immediately after giving effect to such Incremental Term Loan Commitment or Incremental Revolving Credit Commitment (but such certification shall not be required to the increaseextent such Incremental Term Loan Commitment or Incremental Revolving Credit Commitment is being used to consummate a Limited Condition Acquisition) and that, if utilizing the amounts provided for in clause (B) of the definition of “Incremental Facility Maximum Amount,” the U.S. Borrower is in compliance on a Pro Forma Basis (including with respect to any Permitted Acquisition or permitted Investment to be made in whole or in part, with the proceeds of the relevant Incremental Term Loan (including any Incremental Term Loan Commitment becoming effective contemporaneously with any Incremental Revolving Credit Commitment)) with the Consolidated Net Secured Leverage Ratio required therein. Any additional conditions to the entry into or the making of any Loans pursuant to any Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment, including the timing of any such conditions (as between being made (x) upon execution of an Additional Credit Extension Amendment or (y) upon the making of any Loans thereunder) shall be as agreed to between the Applicable Borrower and the Lenders providing such Incremental Term Loans and/or Incremental Revolving Loans (including the scope of any representations and warranties to be made at the time the transaction is consummated). (e) Immediately after giving effect to any Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment, the borrowings thereunder and the application of proceeds therefrom, (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent; provided that, to the extent requested by the Administrative Agentany Incremental Term Loans shall be applied to consummate a Limited Condition Acquisition, the following in form then no Specified Event of Default shall exist and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, be continuing (1) at the time the definitive agreement in respect of such Limited Condition Acquisition is entered into and (2) at the time such Limited Condition Acquisition is consummated and (B) the representations and warranties (other than Added L/C Representations) contained herein and in this Agreement and the other Loan Documents are shall be true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall be true and correct in all respects) on and as of such date to the Increase Effective Date after giving effect to such increasesame extent as though made on and as of that date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall have been true and correct in all respects) on and as of such earlier date; provided that to the extent that the proceeds of Loans under any Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments are to be used to finance a Limited Condition Acquisition, then the accuracy of representations and (2) no Default or Event of Default exists and is continuing; warranties as described in this clause (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer shall be required as of the General Partner as time the definitive agreement in respect of Limited Condition Acquisition is entered into. If applicable, the Administrative Agent shall have received a Notice of Borrowing in respect of any Incremental Term Loans or Incremental Revolving Loans by the date and time required hereunder with respect to the applicable Type of Loan. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably require evidencing necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of the identity, authority and capacity applicable Class of outstanding Term Loans to which such Responsible Officer thereof authorized to act as Incremental Term Loan relate on a Responsible Officer in connection with such increase agreementpro rata basis, and such documents and certifications as the Administrative Agent may U.S. Borrower agrees that Section 3.02 shall apply to any conversion of Dollar denominated Eurocurrency Loans which are Term Loans to Base Rate Loans reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested required by the Administrative Agent or such Lenders. (iiito effect the foregoing. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments set forth in Section 2.13(b) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease required to be an Issuing Bank under this Agreement and (B) increase or decrease made after the Letter making of Credit Commitment such Incremental Term Loans shall be ratably increased by the aggregate principal amount of any Lender as an Issuing Banksuch Incremental Term Loans of the same Class.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount such that the Total Facility Amount does not exceed $4,000,000,000 (after giving effect to the requested increase). Each such notice shall specify (i) WPZ the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. (b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that: (i) each of the conditions set forth in Section 5.2 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the optionborrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Debt resulting from the consummation of any acquisition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 6.1(b) or (c), the Borrower shall be in compliance with each of the covenants set forth in Section 7.16; (iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (c) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Tranche B Term Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans); (ii) all terms and provisions (including Maturity Date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans; provided that in connection with any such new Commitments for additional Revolving Loans, the Borrower may pay to the Lenders providing such Commitments a fee in an amount not to exceed the highest upfront fee paid to Revolving Lenders of the applicable Revolving Facility on the Closing Date; (iii) the weighted average life to maturity of all new term loans under Incremental Term Loan Commitments shall be no shorter than the weighted average life to maturity of the existing Tranche B Term Loans; (iv) the maturity date of Incremental Term Loans shall not be earlier than the latest Maturity Date with respect to the Tranche B Term Loans as then in effect; and (v) the interest rate margins for the new term loans under Incremental Term Loan Commitments shall be determined by Borrower and the applicable new Lenders; provided, however, that the interest rate margins for the new term loans under Incremental Term Loan Commitments shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any tranche of Tranche B Term Loans plus 50 basis points (and the interest rate margins applicable to the Tranche B Term Loans shall be increased to the extent necessary to achieve the foregoing); provided, further, that in determining the interest rate margins applicable to the existing Tranche B Term Loans, and the Incremental Term Loans, as applicable, (x) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders of the existing Tranche B Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to arrangers (or their respective affiliates) shall be excluded and (z) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor in the Tranche B Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such increased amount. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of the any other Lenders, from time effect such amendments to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24. (d) To the extent the Commitments being increased on the relevant Increase Effective Date are true and correct in all material respects Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment under the applicable Revolving Facility prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment under the applicable Revolving Facility on and as of the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans under the applicable Revolving Facility (which purchases shall be deemed prepayments of such Revolving Loans for purposes of Section 2.20) and, in the case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans under the applicable Revolving Facility and, in the case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments under the applicable Revolving Facility after giving effect to such increaseincreased Revolving Commitments under the applicable Revolving Facility. (e) On any Increase Effective Date on which new Commitments for term loans under Incremental Term Loan Commitments are effective, except subject to the extent that such representations satisfaction of the foregoing terms and warranties specifically refer to an earlier dateconditions, in which case they were true and correct in all material respects as each Lender of such earlier datenew Commitment shall make a new Term Loan to the Borrower in an amount equal to its new Commitment. (f) The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and (2) no Default or Event of Default exists shall be entitled to all the benefits afforded by, this Agreement and is continuing; (B) such certificates of resolutions or the other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementLoan Documents, and such documents shall, without limiting the foregoing, benefit equally and certifications as ratably from Section 10 hereof and security interests created by the Administrative Agent may Security Documents. The Loan Parties shall take any actions reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested required by the Administrative Agent or such Lenders. (iii) Any Borrower shall have to ensure and/or demonstrate that the option, Lien and security interests granted by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease Security Documents continue to be an Issuing Bank perfected under this Agreement and (B) increase the UCC or decrease otherwise after giving effect to the Letter of Credit Commitment establishment of any Lender as an Issuing Banksuch class of Term Loans or any such new Commitments.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable Upon written notice to the Administrative Agent and executed by WPZ(which shall promptly notify the Lenders), the Administrative AgentBorrower may request: additional Term Commitments and/or additional Revolving Credit Commitments (each, an “Incremental Facility”) denominated in any currency agreed to by the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of lenders providing such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender Incremental Facility pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage Incremental Joinder; provided that after giving effect to any nonratable increase in such addition, the Aggregate aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the Incremental Cap. Each such addition under this SectionSection 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) Any loans made in respect of any such additional Term Commitments (the “Incremental Term Loans”) may be made, at the option of the Borrower, either by (i) increasing the Initial Term Loans with the same terms (including pricing) as the existing Initial Term Loans or (ii) As creating a condition precedent new tranche of terms loans (an “Incremental Term Loan Class”); provided that any Incremental Term Loan Class (A)(x) in the case of any Incremental Term Loans that are secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to each increase security, shall not mature prior to the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Incremental Term Loans and (y) in the case of any Incremental Term Loans that are secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that are unsecured, shall not mature prior to the date that is ninety-one (91) days following the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Incremental Term Loans, (B) the Weighted Average Life to Maturity of any Incremental Term Loan Class shall be no less than the Weighted Average Life to Maturity of such latest maturing Class of Term Loans, (C) any Incremental Term Loans secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security may share on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any mandatory or voluntary prepayments with the then outstanding Term Loans and (D) any Incremental Term Loans that are secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that are unsecured may not share in any mandatory or voluntary prepayments with the then outstanding Term Loans. (c) Any such additional Revolving Credit Commitments may be made by (x) establishing one or more additional Classes of revolving credit commitments (an “Incremental Revolving Facility”); provided the (i) final maturity date of any such Incremental Revolving Facility shall be no earlier than the final maturity date of the Initial Revolving Credit Facility, (ii) such Incremental Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity date of the Initial Revolving Credit Facility and (iii) any Incremental Revolving Facility may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro basis) in any reduction or termination as compared to earlier maturing Revolving Credit Commitments or (y) increasing any Class of Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”) with the same terms as such existing Class of Revolving Credit Commitments (it being understood that, if required to consummate an Incremental Revolving Facility, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Facility being increased may be increased for all Revolving Lenders of the Revolving Credit Facility being increased, but additional upfront or similar fees may be payable to the Lenders participating in the Incremental Revolving Credit Commitments without any requirement to pay such amounts to any existing Revolving Lenders). (d) The Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent:Agent (each, an “Incremental Joinder”). No Lender will be obligated to provide all or any portion of any Incremental Facility and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Incremental Facility. (Ae) a certificate dated as If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower and the lenders providing such Incremental Facility of the Increase final allocation thereof and the Incremental Effective Date, signed by . As a Responsible Officer of the General Partner certifying that each of the conditions condition precedent to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and thataddition, before and after giving effect to such increase, (1i) (A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article 5 and the other Loan Documents are shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Increase Incremental Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall have been true and correct in all material respects as of such earlier date, and (2B) no Default or Event of Default exists shall exist after giving effect to such addition; provided that notwithstanding anything to the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Transaction, at the option of the Borrower, (1) the conditions to the Incremental Effective Date shall be subject to the LCT Provisions, (2) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Effective Date shall be the Specified Representations and (3) no Specified Event of Default shall exist on the Incremental Effective Date). (f) On each Incremental Effective Date, (i) each Lender or Eligible Assignee which is continuing; providing an Incremental Term Loan Class (A) shall become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Incremental Term Loan to the Borrower in a principal amount equal to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementadditional Term Commitment, and such documents Incremental Term Loan shall be deemed a “Term Loan” for all purposes of this Agreement and certifications the other Loan Documents and (ii) each Lender or Eligible Assignee which is providing an Incremental Revolving Credit Commitment shall become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents, with a Revolving Credit Commitment of the applicable Class. (g) The interest rate applicable to any Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental Term Loans; provided that in the case of any such Incremental Term Loans secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security, the All-In-Rate applicable thereto will not be more than 0.50% per annum higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the Administrative Agent may reasonably require proviso below, the Base Rate floor or Eurocurrency Rate floor) with respect to evidence that WPZ the Initial Term Loans is validly existing and in good standing adjusted to be equal to the All-In-Rate applicable to such Indebtedness, minus 0.50% per annum, provided that, unless otherwise agreed by the Borrower in its jurisdiction sole discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application or imposition of organization; andan Base Rate floor or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan. (Ch) Any Incremental Facility may be secured only by the Collateral (provided that, in the case of any Incremental Facility that is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds (and may not be secured by any other assets prior to such release)) and rank pari passu or junior with respect to security with the Facilities (and if secured, subject to an Acceptable Intercreditor Agreement (which may be effective (or entered into) only immediately after such release from Escrow referred to herein)) or may be unsecured, and will not be guaranteed by an entity which is not (or does not become) a Loan Party. (i) Except as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any Incremental Facility, shall be on terms and pursuant to documentation to be determined between the Borrower and the lenders providing such Incremental Facility than the terms of this Agreement are to the Lenders; provided, that to the extent such terms and documentation are more favorable customary opinion of counsel to WPZthe lenders providing such Incremental Facility (except to the extent permitted by clauses (b), relating to (c) and (g) above), such increase agreement, addressed terms shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the latest maturity date of all of the existing Facilities) (it being understood that if any financial maintenance covenant is added for the benefit of (A) any Incremental Term Loan Class, such financial maintenance covenant (except to the extent only applicable after the maturity date of the Initial Term Facility) may also be added for the benefit of all of the Facilities or (B) any Incremental Revolving Credit Commitments, such financial maintenance covenant (except to the extent only applicable after the maturity date of the Initial Revolving Credit Facility) may also added for the benefit of the Initial Revolving Credit Facility; it being understood and agreed that in each such case of clauses (A) and (B), no consent of any Lender if requested by shall be required in connection with any amendment adding such financial maintenance covenant and the Administrative Agent or hereby agrees to acknowledge such Lenders. amendment as promptly as possible, and in any case, within three (iii3) Any Borrower shall have Business Days of written request by the option, Borrower; it being acknowledged and agreed by agreement with any each Lender to (A) after consultation with that the Administrative Agent, cause in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to become or cease the fullest extent permitted by Law any claims with respect to be an Issuing Bank under this Agreement and such acknowledgment. (Bj) increase or decrease the Letter of Credit Commitment The proceeds of any Lender as an Issuing BankIncremental Facility may be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other Investments and any other use not prohibited by this Agreement.

Increase in Commitments. (a) Alcoa may from time to time, by written notice to the Administrative Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that (i) WPZ the amount of any such increase in the Commitments shall have be no less than $25,000,000, (ii) the option, without the consent sum of the Lenders, from time to time to cause one or more aggregate amount of increases in Commitments under this Section 2.20, during the Aggregate Commitments by addingterm of this Agreement, shall not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such which approval shall not to be unreasonably withheld)) and (iv) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to completing and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which new Commitments created pursuant to this Section shall indicate the amount and allocation of such increase become effective (A) in the Aggregate Commitments case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by in the execution and delivery Commitment of a Lender already a party hereunder, Schedule 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) 4.01 as to the extent necessary corporate power and authority of Alcoa to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (1b) the representations and warranties (other than Added L/C Representationsc) contained of Section 4.02 shall be satisfied (with all references in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Alcoa. Following any increase of a Lender’s Commitment or any extension of a new Commitment pursuant to this paragraph, except any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed Loans being refinanced. Notwithstanding anything to the Administrative Agent and each contrary in this Agreement, no Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease be required to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Banka Prospective Lender.

Increase in Commitments. (ia) WPZ Upon notice to the Administrative Agent, the Borrower shall have the option, without right to increase the consent of the Lenders, Commitments or establish a new term loan credit facility under this Agreement from time to time in an aggregate principal amount not to cause one or more increases in exceed the Aggregate Commitments by adding, subject to sum of (x) $100,000,000 and (y) the prior approval amount of any voluntary prepayments of the Administrative Agent and the Issuing Banks (such approval not Loans pursuant to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective CommitmentsSection 2.11; provided however that: that (Ai) prior to any such request for an increase shall be in a minimum amount of $25,000,000 and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (Bii) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000become effective (x) if an Event of Default under Section 7.01(a), (C) no Lender’s Commitment shall be increased without such Lender’s consentb), (Dh) such increase shall not result in the increase of any Borrower Sublimit and or (Ei) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage then exists or would exist immediately after giving effect to any nonratable increase in the Aggregate Commitments under this Section. thereto and (iiy) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the unless all representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents Article III are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of the date of such earlier dateincrease (except to the extent that any such representation or warranty is qualified by materiality, in which case such representations and (2) no Default or Event of Default exists warranties shall be true and is continuing;correct in all respects). (Bb) such certificates Such increased Commitments and/or increased Loans may be provided by existing Lenders or any other Person that constitutes an Eligible Assignee who becomes a Lender pursuant to a joinder agreement in substantially the form of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as Exhibit G; provided that the Administrative Agent may reasonably require evidencing shall have consented to the identity, authority and capacity joinder of any such Responsible Officer thereof authorized Person to act as a Responsible Officer in connection with the extent such increase agreement, and consent would be required for an assignment to such documents and certifications as the Administrative Agent may reasonably require Person pursuant to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; andSection 10.04. No Lender shall be obligated to provide any such increased Commitment or Loan unless it so agrees. (Cc) a favorable customary Without the consent of any other Lender, this Agreement may be amended as may be necessary or appropriate, in the reasonable opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersBorrower, to effect the provisions of this Section 2.21. This Section shall supersede any provisions in Section 10.02 to the contrary. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Company shall have the option, without right at any time to increase the consent aggregate Commitments hereunder to the extent that the sum of the Lenders, from time to time to cause one or more increases in the Aggregate aggregate Commitments hereunder do not exceed $2,750,000,000 by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), adding to this Agreement one or more financial institutions other banks (which may include any Bank, with the consent of such Bank, each such bank an “Additional Bank”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Bank shall undertake a Commitment (if any such Additional Bank is a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder) which such Commitment shall be in an amount at least equal to $10,000,000 or a larger multiple of $1,000,000, and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as Lenders (collectivelythe “Increased Commitment Date”) such Additional Bank shall thereupon become a “Bank” for all purposes of this Agreement. Notwithstanding the foregoing, the “New Lenders”increase in the aggregate Commitments hereunder pursuant to this Section 2.11 shall not be effective unless: (i) or by allowing one or more Lenders to the Company shall have given the Administrative Agent notice of any such increase their respective Commitments; provided however that: (A) at least 3 Business Days prior to and after giving effect to the increase, any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated continuing as of the Increase Effective Date, signed by a Responsible Officer date of the General Partner certifying that notice referred to in the foregoing clause (i) or on the Increased Commitment Date; and (iii) if any Syndicated Loan shall be outstanding hereunder, the Company shall have borrowed from each of the conditions to such increase set forth in this Section 2.01(c) Additional Banks, and the Additional Banks shall have occurred made, Syndicated Loans to the Company (in the case of Syndicated Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and been complied (notwithstanding the provisions of Section 4.02 hereof requiring that borrowings and prepayments be made ratably in accordance with and thatthe principal amounts of the Syndicated Loans held by the Banks) the Company shall have prepaid Syndicated Loans held by the other Banks in such amounts as may be necessary, before and so that after giving effect to such increaseLoans and prepayments, the Syndicated Loans (1and Interest Period(s) of Syndicated Eurodollar Loan(s)) shall be held by the representations and warranties Banks pro rata in accordance with the respective amounts of their Commitments (other than Added L/C Representations) contained in as so increased). Promptly following any increase of Commitments pursuant to this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaseSection, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing shall provide notice thereof to each of the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersBanks. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. In the event Borrower purchases additional assets that are added to and become part of the LGS Assets, Borrower may, at its option and subject to the conditions set forth below in this §2.7, request up to two (2) times per annum that Agent increase the aggregate Commitments to the extent of thirty percent (30%) of the documented cost of such additional assets by (i) WPZ shall have admitting additional Lenders hereunder (each a “Subsequent Lender”) and/or (ii) increasing the option, without the consent Commitment of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, any Lender (each an “Increasing Lender”) subject to the prior approval following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order of each Subsequent Lender, or a new or replacement Note payable to the Administrative order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent and the Issuing Banks (such approval not to be unreasonably withheld), a signature page to this Agreement one evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and additions to the Collateral and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or more financial institutions as Lenders other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (collectivelye) the Ultra Lease shall have been amended and/or the Base Rent thereunder shall have been increased to give effect to the purchase of additional assets by Borrower that become part of the LGS Assets, the “New Lenders”all in form and substance satisfactory to Agent; (f) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase admission of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to Subsequent Lender or the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitment of any Increasing Lender, the sum of all Commitments and the effective date of such increase does not exceed $78,000,000; (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on g) each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate total Commitments under this Section.shall be in the amount of at least $1,000,000; (iih) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as all of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained of Borrower and CORR in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date, and ); (2i) no Default or Event of Default exists and is continuingor would result therefrom; (Bj) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such certificates of resolutions or other actionLender; (k) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, incumbency certificates and/or other certificates of on a Responsible Officer proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (l) Borrower shall enter into Hedge Agreements with respect to such increase in the Commitments having terms reasonably satisfactory to Agent taking into account the terms of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority existing Hedge Agreements; and (m) Borrower shall have executed such other modifications and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications made such other deliveries as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in good standing the Agreement Regarding Fees), expenses and costs in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZconnection with the foregoing and Borrower shall also pay such Loan fees and placement fees, relating to if any, as may be agreed for such increase agreementin the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, addressed Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to the Administrative Agent this Agreement (and each Lender if requested by acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Administrative Agent or such LendersOutstanding Loans will change in accordance with its pro rata share of the increased Term Commitments. (iii) Any Unless and until the total Commitments have been increased in accordance with this §2.7, Borrower shall have not be permitted any disbursement beyond the option, by agreement with any Lender amount of the Commitments in effect immediately prior to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankproposed increase.

Increase in Commitments. (a) At any time during the period from and after the Closing Date through the date that is 12 months after the Closing Date, at the option of Borrower and with the consent of Agent, the Commitments and the Maximum Revolver Amount may be increased on one occasion by an amount not in excess of $20,000,000 (such increase that satisfies the terms and conditions herein, an “Approved Increase”) if and only if (i) WPZ shall have the option, without the consent each of the Lenders, from time to time to cause one or more increases conditions precedent set forth in the Aggregate Commitments by adding, subject to the prior approval Section 3.2 are satisfied as of the Administrative Increase Effective Date, (ii) Borrower has delivered to Agent and the Issuing Banks updated pro forma Projections (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the proposed increase) for Borrower and its Subsidiaries evidencing compliance on a pro forma basis with Section 7(a) for the 12 calendar months (on a quarter-by-quarter basis) following the Increase Effective Date, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance consent reasonably acceptable to Agent, (iii) Borrower shall have paid to Agent all fees due and payable as of the Administrative Increase Effective Date pursuant to the Fee Letter, and (iv) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and executed Borrower to provide the proposed increase. Unless waived by WPZ, the Administrative Agent, Borrower shall provide written notice of a proposed increase to Agent, which notice shall specify a date not less than 20 days after the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such notice on which the proposed increase is to be effective (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment The proposed increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow in an amount of at least $5,000,000 and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans integral multiples of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase $1,000,000 in the Aggregate Commitments under this Sectionexcess thereof. (iib) As Agent shall invite each Lender to increase its Commitment (it being understood that no Lender shall be obligated to increase its Commitment), or may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a condition precedent to each increase pursuant to subsection (c)(i) aboveLender in connection with an Approved Increase by executing a joinder agreement, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to Agent, to which such prospective lender, Borrower, and Agent are party (the Administrative Agent: (A“Increase Joinder”). So long as each of the requirements set forth in Section 2.14(a) a certificate dated and this Section 2.14(b) are satisfied, the increased Commitments with respect to an Approved Increase shall become effective as of the Increase Effective Date. (c) To the extent any Advances or Letters of Credit are outstanding on the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions Lenders having a Commitment prior to such increase set forth in this Section 2.01(cthe Increase Effective Date (the “Pre- Increase Revolver Lenders”) shall have occurred assign to any Lender which is acquiring a new or additional Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), and been complied with such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be necessary in order that, before after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increaseincreased Commitments. (d) Unless otherwise specifically provided herein, (1) all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the representations context otherwise requires, to include Advances made pursuant to the increased Commitments and warranties (other than Added L/C Representations) contained in Maximum Revolver Amount pursuant to this Section 2.14. The Advances, Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Advances, Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens granted by the Loan Documents are true and correct in all material respects on and as of continue to be perfected under the Increase Effective Date Code or otherwise after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment establishment of any Lender as an Issuing Banksuch new Commitments and Maximum Revolver Amount.

Increase in Commitments. (ia) WPZ shall have At any time after the optionEffective Date and prior to the Business Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrower may effectuate one or more increases in the Aggregate aggregate Commitments (each such increase being a “Commitment Increase”), by addingdesignating either one or more of the existing Lenders (each of which, subject in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (each, an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (each, an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) no Default of Event of Default exists or would exist immediately prior to or after giving effect to such Commitment Increase, (ii) the Borrower is in compliance, on a pro forma basis after giving effect to any additional loans made on the effective date of any such Commitment Increase, with Sections 6.10, 6.11 and 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC (and if such increase is requested prior to the prior approval delivery of financial statements for the fiscal quarter ending March 31, 2018, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.10, 6.11 and 6.12 for the fiscal quarter ending March 31, 2018 as if such ratios were then applicable), (iii) each such Commitment Increase shall be equal to at least $25,000,000 or such lesser amount acceptable to the Administrative Agent, (iv) all Commitments provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments, except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, and (v) the aggregate of all such Commitment Increases shall not exceed $150,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.24 to the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase . This Section 2.24 shall not result in the increase of be construed to create any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to obligation on the Administrative Agent and executed or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other person to advance or to commit to advance any credit to the Borrower. Further, Commitment Increases shall be guaranteed by WPZ, the Administrative Agent, same Guarantors as guarantee the New Lenders, if anyexisting Facility, and Lenders increasing their Commitments, if any, and which shall indicate be secured on a pari passu basis by the amount and allocation of such increase in same Collateral as that securing the Aggregate Commitments and existing Facility. (b) The Commitment Increase shall become effective on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitment, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender and (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Commitment to be made by each such Lender to effect the prepayment requirement set forth in Section 2.12(b), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) a certificate dated as compliance with the provisions of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(cSections 2.24(a)(i) shall have occurred and been complied with (ii) and that, before and after giving effect to such increase, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2iv) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower. (iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Loans shall have take into account the optionactual Commitment of each Lender and the principal amount outstanding of each Revolving Credit Loan made by such Lender during the relevant period of time. (d) On such Increase Date, by agreement with any Lender each Lender's share of the L/C Exposure on such date shall automatically be deemed to equal such Lender's Pro Rata Percentage of such L/C Exposure (A) after consultation with the Administrative Agent, cause such Pro Rata Percentage for such Lender to become or cease to be an Issuing Bank under this Agreement and (Bdetermined as of the Increase Date in accordance with its Commitment on such date as a percentage of the Total Commitment on such date) increase or decrease the Letter of Credit Commitment of without further action by any Lender as an Issuing Bankparty.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, Request for Increase. Provided no Default or Event of Default shall have occurred hereunder and be continuingthen exists or would arise therefrom, (B) no such upon notice to the Agent, the Lead Borrower may from time to time, request an increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of Term Loan Facility by an amount (for all such requests) not exceeding $10,000,000; provided that (i) any Borrower Sublimit and (E) such request for an increase shall be evidenced by in a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if anyminimum amount of $5,000,000, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As the Lead Borrower may make a condition precedent maximum of two (2) such requests during the term of this Agreement. Any such requested increase shall first be made available to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative AgentGBFC LLC and, to the extent that (i) on or before the tenth (10th) Business Day following the date that GBFC LLC is notified of such request for an increase hereunder, GBFC LLC declines to provide the entire amount of the requested increase in the Term Loan Facility (with any failure to respond within such time being deemed to be an election by GBFC to decline such request) and (ii) the Agent shall consent in writing thereto, the Arranger may upon the Lead Borrower’s request, arrange for Lenders (other than GBFC LLC) or other financial institutions (in each case, approved by both the Agent (in its sole discretion) and the Lead Borrower (in its sole discretion)) to issue commitments in an amount equal to the amount of the increase in the Term Loan Facility requested by the Administrative AgentLead Borrower and not accepted by GBFC LLC (each such increase by either means, the following in form a “Term Loan Facility Increase,” and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as each Person providing any portion of the Increase Effective DateTerm Loan Facility Increase, signed by a Responsible Officer of the General Partner certifying an “Additional Commitment Lender”); provided, however, that each of the conditions to such increase set forth in this Section 2.01(c(x) no Lender (including GBFC LLC) shall have occurred be obligated to provide any portion of a Term Loan Facility Increase and been complied with and that, before and after giving effect to such increase, (1y) no increase in the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Term Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaseFacility shall be permitted, except to the extent that such representations as provided and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersarranged above. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, At any time and from time to time prior to cause the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender in the applicable Tranche), request that one or more increases Persons (which shall include the Lenders in the Aggregate applicable Tranche, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, in the case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by addinga Person that is not already a Lender, subject to the prior approval of the Administrative Agent and shall have consented to such Person being a Lender hereunder to the Issuing Banks extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such approval consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $25,000,000 in the case of the US Tranche, $5,000,000 in the case of the Canadian Tranche, and $5,000,000 in the case of the UK Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this Agreement paragraph (a) exceed $250,000,000. The Company shall offer each relevant Lender the opportunity to increase its applicable Tranche Commitment by its applicable Tranche Percentage of the proposed increased amount of any Tranche. Each Lender in such Tranche shall, by notice to the Company and the Administrative Agent given not more than 10 Business Days after the date of the Company’s notice, either agree to increase its applicable Tranche Commitment by all or a portion of the offered amount or decline to increase its applicable Tranche Commitment (and any Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its applicable Tranche Commitment). In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the relevant Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Tranche Commitments by an aggregate amount less than the increase in the total Tranche Commitments in such Tranche requested by the Company, the Company may arrange for one or more banks or other financial institutions as Lenders (collectivelyinstitutions, which may include any Lender, to extend applicable Tranche Commitments or increase their existing applicable Tranche Commitments in an aggregate amount equal to the “New Lenders”) or by allowing unsubscribed amount. In the event that one or more Lenders of such Persons offer to increase their respective or enter into such Commitments; provided however that: (A) prior to , and after giving effect such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the increase, no Default or Event amount of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, (C) no Lender’s Commitment shall be increased without the Company, any other applicable Borrower, such Lender’s consentPersons, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZany other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the Administrative Agentprocedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment. (b) Notwithstanding the foregoing, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such no increase in the Aggregate Commitments and (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such increase increase, the conditions set forth in paragraphs (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this a) and (b) of Section by the execution 4.02 shall be satisfied and delivery to the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer of the Company, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall to borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and hereunder after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have At any time after the optionAmendment No. 4 Effective Date but prior to the Business Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrower may effectuate one or more increases in the Aggregate Commitments (each such increase being a “Commitment Increase”), by adding, subject to the prior approval designating either one or more of the Administrative Agent existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Issuing Banks time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (such approval an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not to be unreasonably withheldan existing Lender (an “Additional Lender”), to become a party to this Agreement one or more financial institutions as Lenders a Lender; provided, however, that (collectivelyi) each such Commitment Increase shall be equal to at least $10,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect same terms as those applicable to the increasecorresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, no Default or Event as the case may be, and (iii) the aggregate of Default all such Commitment Increases shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to not exceed $2,400,000,000, (C) no Lender’s 20,000,000. The Borrower shall provide prompt notice of such proposed Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable Increase pursuant to this Section 2.16 to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.the

Increase in Commitments. (a) The Aggregate Commitments shall automatically increase by the Acquisition Increase Amount on the date (the “Acquisition Increase Date”) upon which the Administrative Agent shall have received a certificate dated as of such Acquisition Increase Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower certifying that all of the following conditions have been fully satisfied: (i) WPZ the Acquisition Closing Date shall have occurred prior to the optionAcquisition Termination Date in accordance with the terms of the Acquisition Agreement (without giving effect to any amendment, modification, consent or waiver thereto (including, without limitation, any updates to the consent exhibits, annexes and schedules thereto) that is materially adverse to the interests of the Lenders (in their capacity as such), unless the Administrative Agent and the Required Lenders have delivered their prior written consent thereto, such consent not to be unreasonably withheld or delayed), (ii) no Default exists, (iii) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of such date (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15(a), the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iv) any fees and expenses required to be paid on or before the Acquisition Increase Date pursuant to the terms of the Fee Letters shall have been paid, and (v) the Administrative Agent shall have received satisfactory evidence that the Company Credit Agreement and the Rice Midstream Holdco Credit Agreement, as each of such terms is defined in the Acquisition Agreement, have been terminated and all amounts due and payable thereunder have been paid in full. Each Lender’s Commitment shall increase by its Pro Rata Share of the Acquisition Increase Amount on the Acquisition Increase Date as reflected on Schedule 2.01. (b) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders) after the earlier to occur of the Acquisition Increase Date or the Acquisition Termination Date, from the Borrower may on a one-time to time to cause one or more increases basis request an increase in the Aggregate Commitments by addingan amount not exceeding $500,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, subject the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the prior approval Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (c) If the Aggregate Commitments are increased in accordance with Section 2.15(b), the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default Borrower shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and determine the effective date of such increase (the “Increase Effective Date”)) and the final allocation of such increase. Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the The Administrative Agent shall promptly notify the Borrower and the Lenders of the applicable commitment final allocation of such increase agreement shall be a “Lender” for all purposes under this Agreement on and the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovesuch increase, WPZ the Borrower shall deliver have provided to the Administrative AgentAgent the following, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (Ai) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to Section 2.15(b) and with a maturity date of the Stated Maturity Date then in effect, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Officer of the General Partner Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase(or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(c), the representations and warranties contained in subsections (2a) no Default or Event and (b) of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized Section 5.04 shall be deemed to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed refer to the Administrative Agent most recent statements furnished pursuant to subsections (a) and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the optionb), by agreement with any Lender to (A) after consultation with the Administrative Agentrespectively, cause such Lender to become or cease to be an Issuing Bank under this Agreement of Section 6.01, and (B) no Default exists. (d) The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (e) This Section shall supersede any provisions in Sections 2.12 or decrease 10.01 to the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (ia) WPZ At any time prior to the Maturity Date, provided no Default shall have occurred and then be continuing, Borrower may on a one time basis, if it so elects, increase the option, without the consent aggregate amount of the Aggregate Commitments (subject to proviso (ii) in the next sentence), either by designating an Eligible Assignee not theretofore a Lender to become a Lender and/or by agreeing with an existing Lender or Lenders that such Lender’s Commitment (or such Lenders, from time to time to cause one or more increases ’ Commitments) shall be increased. No Lender’s Commitment shall be increased in connection with any such increase in the Aggregate Commitments without such Lender’s consent. Upon execution and delivery by addingBorrower and any such Lender or other financial institution of a joinder agreement in form reasonably satisfactory to Administrative Agent, subject to such existing Lender shall have a Commitment as therein set forth or such Eligible Assignee shall become a Lender with a Commitment as therein set forth and all the prior approval rights and obligations of the Administrative Agent and the Issuing Banks (a Lender with such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitmentsa Commitment hereunder; provided however that: : (Ai) prior to and after giving effect to the increase, no Default or Event Borrower shall provide prompt notice of Default shall have occurred hereunder and be continuing, (B) no such increase to Administrative Agent, who shall promptly notify the other Lenders; (ii) the amount of such increase does not cause the Aggregate Commitments to exceed $2,400,000,000, 150,000,000 (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result less the amount of any reduction in the increase of Aggregate Commitments pursuant to Section 2.06); and (iii) any Borrower Sublimit and (E) such request for an increase shall be evidenced by in a commitment minimum amount of $5,000,000. Upon any increase agreement in form and substance reasonably acceptable the Aggregate Commitments pursuant to this Section 2.15, within five (5) Business Days (in the Administrative Agent and executed by WPZcase of any Base Rate Loans then outstanding) or at the end of the then current Interest Period with respect thereto (in the case of any Eurodollar Rate Loans then outstanding), the Administrative Agentas applicable, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which each Lender’s Applicable Percentage shall indicate the amount and allocation of be recalculated to reflect such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent outstanding principal balance of the applicable commitment increase agreement Loans shall be a “Lender” for all purposes under this Agreement on reallocated among the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep Lenders such that the outstanding principal amount of Loans of owed to each Lender ratable with shall be equal to such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) aboveas recalculated). All payments, WPZ shall deliver repayments and other disbursements of funds by Administrative Agent to the Administrative AgentLenders shall thereupon and, to the extent requested by the Administrative Agentat all times thereafter, the following be made in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that accordance with each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLender’s recalculated Applicable Percentage. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ At any time prior to the Facility Termination Date, the Borrowers shall have the optionability, without in consultation with the consent Agent and through written notice to the Agent, substantially in the form of Exhibit D (the Lenders“Increase Notice”), from time to time to cause one or more request increases in the Aggregate Commitments by addingCommitment (each, subject a “Requested Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Requested Commitment Increase, (ii) the aggregate principal amount of all such increases shall not exceed $500,000,000, (iii) each such Requested Commitment Increase shall be in a minimum principal amount of $50,000,000 or, if less, the maximum remaining amount permitted pursuant to clause (ii) above, (iv) any such increase shall be allocated among each Borrower’s Sublimit in accordance with the Increase Notice (it being understood that any such Sublimit changes shall not count as one of the eight Sublimit reallocations the Borrowers are permitted each fiscal year under Section 2.7(c)), (v) the other terms and documentation in respect of such Requested Commitment Increase shall be reasonably satisfactory to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”vi) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Unmatured Default shall have occurred hereunder and be continuingcontinuing or would result from the proposed Requested Commitment Increase. (b) The Agent shall promptly give notice of such Requested Commitment Increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or such longer period of time which may be agreed upon by the Agent and the Borrowers and communicated to the Lenders) from the date of delivery of such notice to the Lenders whether or not it offers to increase its Commitment and, (B) no if so, by what amount. Any Lender not responding within such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment time period shall be increased without such Lender’s consent, (D) such deemed to have declined to offer to increase its Commitment. The Agent shall not result notify the Borrowers of the Lenders’ responses to each request made hereunder. The Borrowers shall have the right at their sole discretion to accept or reject in the whole or in part any offered Commitment increase of or at their own expense to solicit a Commitment from any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance third party financial institution reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of . Any such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes (if not already a New Lender hereunder) shall become a party to this Agreement, as a Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase a joinder agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:Agent and the Borrowers. (Ac) a certificate dated as Upon the completion of each Requested Commitment Increase, (i) entries in the Increase Effective Date, signed by a Responsible Officer accounts maintained pursuant to Section 2.15 will be revised to reflect the revised Commitments and Pro Rata Shares of the General Partner certifying that each of the conditions Lenders (including each new Lender becoming a party to this Agreement pursuant to clause (b) above), (ii) subject to Section 2.23.1(ii), the outstanding Revolving Loans will be reallocated on the effective date of such increase set forth among the Lenders in this Section 2.01(c) shall have occurred accordance with their revised Pro Rata Shares and been complied with and that, before and after giving effect the Lenders (including each new Lender becoming a party to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement pursuant to clause (b) above) agree to make all payments and adjustments necessary to effect such reallocation and the other Loan Documents are true Borrowers shall pay any and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer costs required in connection with such increase agreement, reallocation as if such reallocation were a prepayment and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any the Maximum Sublimit of each Borrower shall have the option, by agreement with any Lender to (A) after consultation be increased in accordance with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and Increase Notice (B) increase or decrease provided that no Borrower’s Maximum Sublimit shall exceed the Letter of Credit Commitment of any Lender as an Issuing BankAggregate Commitment).

Increase in Commitments. (a) At any time during the period from and after the Closing Date through the date that is the fourth year anniversary of the Closing Date, at the option of the Borrower with the prior written consent of the Administrative Agent, such consent to be granted in the Administrative Agent’s sole discretion, and subject to the conditions set forth in clause (b) below, the Revolving Commitments may be increased by, or one or more new tranches of term loans (the “Additional Term Loans”) may be created in, an amount not in excess of $40,000,000 (each such increase, an “Increase”); provided, however, (i) WPZ that in no event shall have the optionRevolving Commitments be increased by an amount in excess of $5,000,000 and (ii) there shall be not more than five (5) Increases during the term of this Agreement. The Administrative Agent shall invite each Lender to increase its Revolving Commitments or provide an Additional Term Loan (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolving Commitments or provide an Additional Term Loan) in connection with a proposed Increase at the interest margin proposed by Borrower, without and if sufficient Lenders do not agree to increase their Revolving Commitments or provide an Additional Term Loan (as the consent of the Lenders, from time to time to cause one or more increases case may be) in the Aggregate Commitments by adding, subject connection with such proposed Increase on terms acceptable to the prior approval of Borrower, then the Administrative Agent or the Borrower may invite any prospective lender who is reasonably satisfactory to Administrative Agent and the Issuing Banks Borrower to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $2,500,000 and integral multiples of $100,000 in excess thereof. (such approval not b) Each of the following shall be conditions precedent to any Increase of the Revolving Commitments or the making of any Additional Term Loans in connection therewith: (i) each of the conditions precedent set forth in Section 5.2 (subject to customary “SunGard” limitations in connection with Limited Condition Acquisitions) shall be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to satisfied and after giving effect to the increase, no Default or Event of Default (other than in connection with Limited Condition Acquisitions, in which case there shall be no Default or Event of Default as of the LCA Test Date) shall occur after giving effect to the occurrence of such Increase of the Revolving Commitments or the making of any Additional Term Loans and the use or proceeds thereof, (ii) Borrower shall be in compliance with the then applicable financial covenants after giving effect to the making of the Increase of the Revolving Commitments or the making of any Additional Term Loans, and the application of the proceeds thereof, on a Pro Forma Basis and calculated in accordance with Section 1.3 (in the case such Additional Term Loan is used to finance a Limited Condition Acquisition); provided, that, the Consolidated Leverage Ratio as of the last day of the fiscal quarter most recently ended prior to the date on which the Additional Term Loan is funded (subject to Section 1.3 in the case such Additional Term Loan is used to finance a Limited Condition Acquisition) shall not exceed 0.25x less than the then-prevailing Consolidated Leverage Ratio covenant compliance level set forth in Section 7.1 for the most recently reported fiscal quarter end (subject to Section 1.3 in the case such Additional Term Loan is used to finance a Limited Condition Acquisition), (iii) the Borrower shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable delivered to the Administrative Agent and executed by WPZ, a Compliance Certificate evidencing compliance with the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation requirements of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. clause (ii) As a condition precedent to each increase pursuant to subsection above, (c)(iiv) above, WPZ Borrower shall deliver have delivered to the Administrative Agent, which shall in turn promptly furnish to the extent Lenders, an irrevocable written request for such Additional Term Loan at least ten (10) Business Days prior to the requested by funding date of such Additional Term Loan or Increase to the Revolving Commitments or such earlier date as the Administrative AgentAgent may agree; provided that if such request indicates that such request is conditioned upon the occurrence of a specified event, such request may be revoked if such event does not occur prior to the requested funding date. (v) Any prospective Lender, the following Borrower and the Administrative Agent have signed a joinder agreement to this Agreement (a “Joinder”), in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as , to which such prospective Lender, the Borrower, and the Administrative Agent are party. Any Joinder may, with the consent of the Increase Effective DateAdministrative Agent, signed by a Responsible Officer of the General Partner certifying that each of Borrower and the conditions Lenders or prospective Lender agreeing to the Additional Term Loan, effect such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect amendments to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.26 (including, if applicable, any amendment necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are true and correct perfected under the UCC to secure the Obligations in all material respects on and as respect of the Additional Term Loans or Increase Effective Date after giving effect to the Revolving Commitments) and the Borrower shall have executed any Notes requested by any Lender in connection with the making of the Additional Term Loan or Increase to the Revolving Comments. (vi) The Borrower shall have paid all fees required pursuant to the Fee Letter. (c) No Lender shall be obligated to participate in any Additional Term Loan or Increase to the Revolving Commitment, and each such increase, except Lender’s determination to participate shall be in such Lender’s sole and absolute discretion. The Administrative Agent shall invite each Lender to provide an Additional Term Loan or Increase to the Revolving Commitment (it being understood that no Lender shall be obligated to provide an Additional Term Loan or Increase to the Revolving Commitment) and to the extent that such representations and warranties specifically refer to an earlier datethat, in which case they were true and correct in all material respects as within five (5) Business Days after receipt of such earlier dateinvitation, and (2) no Default sufficient Term Lenders do not agree to provide an Additional Term Loan or Event Increase to the Revolving Commitment on terms acceptable to the Borrower, then the Borrower may invite any prospective lender that satisfies the criteria of Default exists being an “Eligible Assignee” and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as approved by the Administrative Agent may reasonably require evidencing the identity, authority and capacity of (such Responsible Officer thereof authorized approval not to act as be unreasonably withheld) to become a Responsible Officer Lender in connection with such increase agreementthe proposed Additional Term Loan or Increase to the Revolving Commitment. (d) The Additional Term Loan or Increase to the Revolving Commitment shall, for purposes of prepayments, be treated substantially the same as the Term Loans funded on the Closing Date and the then existing Revolving Commitments, and such documents and certifications shall have the same terms as the Administrative Agent Term Loans and Revolving Commitment (except as contemplated in the proviso below and except for terms that are applicable after the later of the Term Loan Maturity Date and the Revolving Termination Date); provided that (except as may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZbe mutually agreed among the Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender the Required Lenders or such greater percentage of Lenders required by Section 10.1(a)), (i) no Additional Term Loan shall have a final maturity date earlier than the Term Loan Maturity Date and no Increase to the Revolving Commitment shall have a maturity date earlier than the Revolving Termination Date, (ii) the amortization schedule of any such Additional Term Loan shall not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term Loans funded on the Closing Date, and (iii) if requested the all-in yield (which will be determined by (x) including interest rate margins, original issue discount (based on a four-year average life to maturity or, if less, the remaining life to maturity), and upfront fees payable by the Administrative Agent Borrower generally to all the lenders of such Additional Term Loan or Increase to the Revolving Commitment, (y) if such LendersAdditional Term Loan or Increase to the Revolving Commitment includes an interest rate floor greater than the applicable interest rate floor under the then extant Term Facility or Revolving Facility, such differential between interest rate floors will be equated to the applicable all-in-yield for purposes of determining whether an increase to the interest rate margin under the then extant Term Facility or Revolving Facility will be required, and in such case, the interest rate floor (but not the interest rate margin) applicable to the then extant Term Facility or Revolving Facility will be increased to the extent of such differential between interest rate floors, and (z) excluding arrangement, commitment, structuring, underwriting and amendment fees applicable to such Additional Term Loan or Increase to the Revolving Commitment) shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the then extant Term Loan Facility or Revolving Facility unless the interest rate margin (or Eurodollar or ABR floors) with respect to the then extant Term Facility or Revolving Facility is increased by an amount equal to the difference between the all-in yield with respect to such incremental term loans and the all-in yield applicable to the then extant Term Loan Facility or Revolving Facility, minus 0.50%. The Revolving Loans and Revolving Commitments established pursuant to this Section 2.26 shall constitute Revolving Loans and Revolving Commitments under, and shall be entitled to all the benefits afforded by, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Loan Documents. Scheduled payments on the Additional Term Loan shall commence on the first full quarter end following an Additional Term Loan advance, at the then applicable payment terms for the extant Term Loan. (iiie) Any Borrower shall have the optionUnless otherwise specifically provided herein, by agreement with any Lender to (Ai) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolving Commitments pursuant to this Section 2.26, and (Bii) increase or decrease upon the Letter of Credit Commitment funding of any Lender Additional Term Loan, all references in this Agreement and any other Loan Document to the Term Loans shall be deemed, unless the context otherwise requires, to include the Additional Term Loan, as applicable, advanced pursuant to this Section 2.26 and (iii) all references in this Agreement and any other Loan Document to the Term Commitments shall be deemed, unless the context otherwise requires, to include the commitment to advance an Issuing Bankamount equal to the Additional Term Loans contemplated pursuant to this Section 2.26. (f) Any Additional Term Loan established pursuant to this Section 2.26 shall constitute a Term Loan and Term Commitment under the Loan Documents, and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Loans and the Term Loans. Any Revolving Loans and Increase to the Revolving Commitments established pursuant to this Section 2.26 shall constitute Revolving Loans and Revolving Commitments under the Loan Documents, and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Loans and the Term Loans. (g) Upon the funding of each Additional Term Loan that represents an increase to the Term Loan Commitment hereunder or has the same amortization of the then extant Term Loans, the scheduled amortization payments set forth in Section 2.3 shall be recalculated and increased, commencing in the first full quarter after such Incremental Term Loan is funded, by aggregating the Term Loan made on the Closing Date with the Incremental Term Loan and multiplying such amount by the applicable percentage set forth in the table in Section 2.3 and such amended amortization schedule shall be effective commencing on the last day of the first full fiscal quarter after the Incremental Term Loan is funded. (h) This Section supersedes any provisions in Section 2.18 or 10.1 to the contrary. (i) The proceeds of any Increase shall be used to finance Permitted Acquisitions.

Increase in Commitments. (ia) WPZ shall have Subject to the optionterms and conditions hereof, without at any time subject to the consent of terms and conditions hereof, the Lenders, from time Borrower may request to time to cause add one or more term loan facilities (each, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) and/or increases in the Aggregate Revolving Commitments by adding(it being understood that the aggregate amount of all such increases in the Revolving Commitments shall not exceed $100,000,000 in the aggregate at any one time) (each, subject an “Incremental Revolving Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”). No Lender shall be obligated to participate in any Incremental Facility, and each Lender’s determination to participate in any such Incremental Facility (to the prior approval of the Administrative Agent and the Issuing Banks (such approval not extent invited to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”participate) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without in such Lender’s consent, sole and absolute discretion. The Administrative Agent shall invite each Revolving Lender to provide a portion of each requested Incremental Revolving Commitment ratably in accordance with its Revolving Percentage (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase it being agreed that no Revolving Lender shall be evidenced by a commitment increase agreement obligated to provide an Incremental Revolving Commitment and that any Revolving Lender may elect to participate in form such Incremental Revolving Commitment in an amount that is less than its Revolving Percentage of such requested Incremental Revolving Commitment or more than its Revolving Percentage of such requested Incremental Revolving Commitment if other Revolving Lenders have elected not participate in any applicable requested Incremental Revolving Commitment) and substance reasonably to the extent, five (5) Business Days after receipt of invitation, sufficient Revolving Lenders do not agree to provide such Incremental Revolving Commitment in connection with such proposed Incremental Revolving Commitment on terms acceptable to the Administrative Agent and executed by WPZBorrower, then the Administrative AgentBorrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Incremental Revolving Commitment. The Borrower may invite any Lender, or any prospective lender that satisfies the New Lenderscriteria of being an “Eligible Assignee” to become a Lender in connection with a requested Incremental Term Loan, if any, and Lenders increasing their Commitments, if any, and which to provide all or any portion of a requested Incremental Term Loan. Any Incremental Facility shall indicate be in the amount and allocation of at least $1,000,000 (or such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution lower amount that becomes a New Lender represents all remaining availability pursuant to this Section by the execution 2.25) and delivery to the Administrative Agent integral multiples of the applicable commitment increase agreement shall be a “Lender” for $500,000 in excess thereof (or such lower amount that represents all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required remaining availability pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c2.25). There shall not be more than five (5) shall have occurred and been complied with and that, before and after giving effect Incremental Facilities (or such larger number to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing agree in its jurisdiction reasonable discretion) during the term of organization; and (C) a favorable customary opinion this Agreement. The parties hereto acknowledge and agree that an Incremental Facility, if funded, may, at the time of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agentits institution, cause such Lender the total amount of the Obligations to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankexceed $150,000,000.

Increase in Commitments. (ia) WPZ shall have At any time prior to the optionBusiness Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrower may effectuate one or more increases (not to exceed five such increases in the Aggregate aggregate) in the aggregate Commitments (each such increase being a “Commitment Increase”), by addingdesignating either one or more of the existing Lenders (each of which, subject in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the prior approval Commitments shall be equal to at least $10,000,000, (ii) all Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to any other Commitments and Revolving Advances described in this Agreement except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, and (iii) the aggregate of all such Commitment Increases shall not exceed $100,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Issuing Banks (such approval Lenders. This Section 2.15 shall not be construed to be unreasonably withheld), create any obligation on either Administrative Agent or any Lender to this Agreement one advance or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior commit to and after giving effect advance any credit to the increase, no Default Borrower or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of arrange for any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable other Person to advance or to commit to advance any credit to the Administrative Agent and executed by WPZ, Borrower. (b) The Commitment Increase shall become effective on the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (AB) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Revolving Advances to be made by each such Lender to effect the reallocation of the pro rata shares of the Lenders in each Revolving Borrowing, (iii) receipt by the Administrative Agent of a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c(A) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, and (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2iv) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower. (iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Commitments of each Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time. (Bd) increase or decrease On such Increase Date, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Pro Rata Share of such Letter of Credit Obligations (such Pro Rata Share for such Lender to be determined as of the Increase Date after giving effect to such Commitment of Increase) without further action by any Lender as an Issuing Bankparty.

Increase in Commitments. (a) At any time, the Borrower may, if it so elects, increase the amount of the Total Revolving Credit Commitment (each such increase to be in an aggregate amount of not less than $25,000,000), either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become Lenders (such designation to be effective only if each such financial institution (or other Person) accepts a Commitment of not less than $5,000,000) or by agreeing with an existing Lender or Lenders that such Lender’s or Lenders’ Revolving Credit Commitments shall be increased. Upon execution and delivery by the Borrower and such Lender or Lenders or other financial institution or institutions (or other Person) of an instrument (a “Commitment Acceptance”) substantially in the form of Exhibit E hereto, with such written consents of the Issuing Lender, the Swing Line Lender and the Agent as would be required in the case of an assignment of a Revolving Credit Commitment to such Person, such existing Lender or Lenders shall have additional Revolving Credit Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become Lenders with Revolving Credit Commitments as therein set forth and with all the rights and obligations of Lenders with such Revolving Credit Commitments hereunder; provided that: (i) WPZ the Borrower shall have delivered to the option, without the consent Agent a copy of the Lenders, from time Commitment Acceptance (a copy of which the Agent shall promptly deliver to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldeach Lender), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) of the Loan Parties contained in Article 3 of this Agreement and the other Loan Documents are shall be true and correct in all material respects on respects; (iii) at the time of such increase, no Default shall have occurred and as be continuing or would result from such increase; (iv) after giving effect to such increase (assuming for such purpose that Revolving Credit Loans in the full amount of the Increase Effective Date Total Revolving Credit Commitment were outstanding), the Incurrence Test would be met; (v) after giving effect to such increase, except the Total Revolving Credit Commitment shall not exceed, by more than $50,000,000, the Total Revolving Credit Commitment in effect on the ARCA Effective Date minus any decreases in the Total Revolving Credit Commitment made pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default Section 2.11 or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationSection 2.12; and (Cvi) a favorable customary the Agent shall have received such evidence (including an opinion of counsel for the Loan Parties) as it may reasonably request to WPZ, relating to such increase agreement, addressed to confirm the Administrative Agent due authorization of the transactions contemplated by this Section and each Lender if requested by the Administrative Agent or such Lendersvalidity and enforceability of the obligations of the Loan Parties resulting therefrom. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject Subject to the prior approval conditions set forth below, Altair Engineering may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (AAltair Engineering) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver written notice to the Administrative Agent, increase the Aggregate Revolving Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the extent requested by prior written consent of the Administrative Agent, Agent which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Revolving Commitment shall be increased (thus increasing the following in form and substance reasonably satisfactory to the Administrative AgentAggregate Revolving Commitments); provided that: (Ai) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseincrease on a pro forma basis, no Default or Unmatured Default shall have occurred and be continuing hereunder and the Leverage Ratio is at least 0.25 below the level then required under Section 6.13; (1ii) the The representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents Article VII are true and correct as of the effective date of such increase in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they were such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (Biii) the amount of each such increase in the Aggregate Revolving Commitments shall not be less than $5,000,000 (or such other minimum amount agreed to between the Administrative Agent and Altair Engineering), and aggregate amount of all increases to the Aggregate Revolving Commitments plus all New Credit Facilities shall not exceed $25,000,000; (iv) Altair Engineering and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a lender addition and acknowledgement Agreement in form and substance satisfactory to the Administrative Agent (each such agreement, a “Lender Addition and Acknowledgment Agreement”) and acknowledged by the Administrative Agent and Altair Engineering; (v) no existing Lender shall be obligated in any way to increase any of its Commitments; (vi) the Administrative Agent shall consent to such increase, which consent shall not be unreasonably withheld; and (vii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates of resolutions or and other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documents as the Administrative Agent may reasonably require evidencing request. Upon the identityexecution, authority delivery, acceptance and capacity recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Revolving Commitment as therein set forth or such other Lender shall become a Lender with a Revolving Commitment as therein set forth and all the rights and obligations of a Lender with such a Revolving Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.25(a) have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and Altair Engineering and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Commitment, of a direct or participation interest in each then outstanding Loans and Letter of Credit such that, after giving effect thereto, all outstanding Credit Exposure (other than Ancillary Facility Exposure) hereunder is held ratably by the Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. Altair Engineering shall make any payments under Section 2.17 resulting from such assignments. (b) Subject to the conditions set forth below, Altair Engineering may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and Altair Engineering) prior written notice to the Administrative Agent, request a new credit facility which is a revolving credit facility, a term loan or other credit facility (a “New Credit Facility”); provided that: (i) both before and after giving effect to such New Credit Facility on a pro forma basis, no Default or Unmatured Default shall have occurred and be continuing hereunder and the Leverage Ratio is at least 0.25 below the level then required under Section 6.13; (ii) the representations and warranties contained in Article VII are true and correct as of the effective date of such Responsible Officer thereof authorized New Credit Facility in all material respects except to act the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as a Responsible Officer in connection with of such increase agreementearlier date; (iii) the amount of each such New Credit Facility shall not be less than $5,000,000 (or such other minimum amount agreed to between the Administrative Agent and Altair Engineering), and the aggregate amount of all increases to the Aggregate Revolving Commitments under Section 2.25(a) plus all New Credit Facilities shall not exceed $25,000,000; (iv) Altair Engineering and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent and Altair Engineering; (v) no existing Lender shall be obligated in any way to make or participate in any New Credit Facility; (vi) the Administrative Agent shall consent to such increase, which consent shall not be unreasonably withheld; (vii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents and certifications as the Administrative Agent may reasonably require request; (viii) the interest rates and fees and other terms applicable to evidence that WPZ is validly existing the New Credit Facility shall be determined by the Administrative Agent, Altair Engineering, and the lenders thereunder; (ix) the loans and other advances under such New Credit Facilities shall constitute Loans and credit extensions hereunder for all purposes of the Loan Documents; (x) this Agreement and the other Loan Documents may be amended in good standing a writing executed and delivered by Altair Engineering and the Administrative Agent to reflect any changes necessary to give effect to such New Credit Facility in accordance with its jurisdiction terms as set forth herein, which may include the addition of organizationsuch New Credit Facility as a separate facility; and (Cxi) a favorable customary opinion of counsel such New Credit Facility is on the same terms and conditions as Term Loan A, except as set forth in clause (vii), (viii) and (x) above or to WPZ, relating to such increase agreement, addressed the extent satisfactory to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersAltair Engineering. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. At any time the Borrower may, on the terms set forth below, request that the Aggregate Commitments hereunder be increased; provided, that (i) WPZ the Aggregate Commitments hereunder at no time shall have the optionexceed $1,500,000,000, without the consent (ii) each such request shall be in a minimum amount of the Lendersat least $10,000,000 and in increments of $5,000,000 in excess thereof, from time to time to cause one or more increases (iii) an increase in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to hereunder may only be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, made at a time when no Default or Event of Default shall have occurred hereunder and be continuing, and (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (Civ) no Lender’s Commitment shall be increased under this Section 2.16 without its consent. In the event of such a requested increase in the Aggregate Commitment, any financial institution which the Borrower invites to become a Lender or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrower; provided that if such financial institution is not an existing Lender’s consent, (Dx) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such financial institution’s becoming a Lender if such consent would be required under Section 10.06(b) for an assignment of Loans to such Person and executed by WPZ, (y) such financial institution shall not be any Person prohibited from taking an assignment of Loans pursuant to Section 10.06(b)(v). In the Administrative Agent, event that the New Lenders, if any, Borrower and one or more of the Lenders increasing their Commitments, if any, and which (or other financial institutions) shall indicate the amount and allocation of agree upon such an increase in the Aggregate Commitments and (i) the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to Borrower, the Administrative Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Agreement setting forth the amounts of the applicable commitment increase agreement Commitments, as so increased, providing that the financial institutions extending new Commitments shall be a “Lender” Lenders for all purposes under this Agreement on Agreement, and setting forth such additional provisions as the applicable Increase Effective Date. The Borrowers Administrative Agent shall borrow consider reasonably appropriate to effectuate the provisions of this Section 2.16 and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As the Borrower shall furnish, if requested, a condition precedent new Note to each increase pursuant to subsection (c)(i) financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as upon satisfaction of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner conditions as the Administrative Agent may reasonably require evidencing specify upon the identityrequest of the financial institutions that are extending new Commitments (including, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementwithout limitation, and such documents and certifications as the Administrative Agent may reasonably require administering the reallocation of any outstanding Loans ratably among the Lenders after giving effect to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to each such increase agreementin the Aggregate Commitments, addressed to and the Administrative Agent delivery of certificates, evidence of corporate authority and each Lender if requested by legal opinions on behalf of the Administrative Agent or such Lenders. (iii) Any Borrower Borrower), this Agreement shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease be deemed to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankamended accordingly.

Increase in Commitments. (ia) WPZ shall have So long as (x) no Default exists or would exist after giving effect to the option, without the consent making of the LendersIncremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds there from and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds there from, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most cent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, including any Acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrows of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Administrative Agent, Borrower may from time to time (but only after the completion of the syndication the Commitments and Loans (within the meaning of the Fee Letter) request additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Loan Commitments”) in an aggregate principal amount not to cause one exceed $200,000,000 and/or additional revolving loans (the “Incremental Revolving Loans” and the related commitments, the “Incremental Revolving Loan Commitments”) in an aggregate principal amount not to exceed $25,000,000; provided that the aggregate amount of Incremental Term Loans and Incremental Revolving Loans shall not exceed $200,000,000; provided, further, that any such increase shall be in an aggregate amount of $25,000,000 or more increases any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Aggregate Commitments by addingIncremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, subject in its sole discretion, to provide such loans and commitments. To the extent the existing Lenders decline to agree to provide or do not affirmatively agree to provide within 10 Business Days of such request any portion of an Incremental Term Loan or an Incremental Revolving Loan and the related commitments, Borrower may seek such Incremental Term Loan or Incremental Revolving Loan from any bank or financial institution that would qualify as an Eligible Assignee. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have substantially the same terms as Term Loans existing immediately prior to the prior approval effectiveness of the amendment creating such Incremental Term Loans; provided that (x) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, and (y) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans. Any Term Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an “Incremental Term Lender”) shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agent, and to any other documentation; in each case on terms and documentation satisfactory to the Administrative Agent and the Issuing Banks Lead Arranger. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have substantially the same terms as Revolving Loans existing immediately prior to the effectiveness of the amendment creating such approval Incremental Revolving Loans; provided that (x) the Incremental Revolving Loans shall not have a final maturity date earlier than the applicable maturity date of the Revolving Loans and commitments thereunder may not be terminated prior to be unreasonably withheld)the date that all Revolving Credit Commitments hereunder are terminated. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an “Incremental Revolving Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increasemodifications permitted by this Section 2.21 and, no Default or Event of Default shall have occurred hereunder as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and be continuingthe Administrative Agent, (B) no such increase shall cause the Aggregate Commitments and to exceed $2,400,000,000any other documentation, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit each case on terms and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable documentation satisfactory to the Administrative Agent and executed by WPZ, the Administrative Agent, Lead Arranger. To the New Lenders, if any, and Lenders increasing their extent an Incremental Facility Amendment is entered into to increase the Revolving Credit Commitments with respect to an existing Class of Revolving Credit Commitments, if any, and which shall indicate then each of the amount and allocation Revolving Lenders of such increase in Class having a Revolving Credit Commitment of such Class prior to such effective date of such Incremental Facility Amendment (the Aggregate Commitments “Pre-Increase Revolving Lenders of such Class” and the effective date of such increase (Incremental Facility Amendment, the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement ) shall be a “Lender” for all purposes under this Agreement assign on the applicable Increase Effective Date. The Borrowers , and such Incremental Revolving Lenders of such Class shall borrow purchase from each Pre-Increase Revolving Lender of such Class, at the principal amount thereof, such interests in the Revolving Loans of such Class and, if such Class is the Revolving Credit Commitments, participation interests in LC Exposure and prepay Swingline Loans outstanding on each such Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent as shall be necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to all such assignments and purchases, such Revolving Loans of such Class and participation interests in LC Exposure and Swingline Loans, if applicable, will be held by Pre-Increase Revolving Lenders of such Class and Incremental Revolving Lenders of such Class ratably in accordance with their Revolving Commitments of such Class after giving effect to such increased Revolving Commitments of such Class. An Incremental Facility Amendment may, without the consent of any nonratable increase other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Aggregate Commitments under opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.21. (iib) If any Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are made in accordance with this Section 2.21, the Administrative Agent and Borrower shall determine the effective date (each, an “Incremental Facility Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Incremental Facility Effective Date. As a condition precedent to each increase pursuant to subsection (c)(i) abovesuch increase, WPZ Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) Agent a certificate of Borrower dated as of the Increase Incremental Facility Effective Date, Date signed by a Responsible Financial Officer of Borrower (i) certifying and attaching (A) the General Partner certifying that each of the conditions resolutions adopted by Borrower approving or consenting to such increase and (B) a certificate demonstrating pro forma compliance with the Financial Covenants as set forth in this Section 2.01(c2.21(a) shall have occurred and been complied with and (ii) certifying that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained set forth in this Agreement Article III and the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Incremental Facility Effective Date after giving effect (unless expressly stated to such increase, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were such representations and warranties shall be true and correct in all material respects as of such earlier date), and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease no Default shall have occurred and be continuing. (c) Borrower shall use the Letter of Credit Commitment proceeds of any Lender as an Issuing BankIncremental Term Loans and Incremental Revolving Loans for general corporate purposes, including acquisitions. (d) This Section 2.21 shall supersede any provisions in Section 9.08 to the contrary.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from At any time to time to cause one or more increases in the Aggregate Commitments by adding, subject prior to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld)Maturity Date, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and then be continuing, AMB LP may request a one-time increase in the aggregate amount of the Commitments (Bsubject to (iii) no below), either by designating an Eligible Bank not theretofore a Bank to become a Bank (such increase shall cause designation to be effective only with the Aggregate Commitments to exceed $2,400,000,000prior written consent of the Administrative Agent, (Cwhich consent will not be unreasonably withheld) no Lenderand/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”)increased. Each financial institution that becomes a New Lender pursuant to this Section by the Upon execution and delivery to the Administrative Agent by AMB LP and such Bank or other Eligible Bank of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following an instrument in form and substance reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such Eligible Bank shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that: (Ai) a certificate dated as AMB LP shall provide prompt notice of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier dateAdministrative Agent, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuingwho shall promptly notify the Banks; (ii) the Administrative Agent, the Hong Kong Dollars Agent (in the event the increased Commitment involves Hong Kong Dollars), the Singapore Dollars Agent (in the event the increased Commitment involves Singapore Dollars), the Canadian Administrative Agent (in the event the increased Commitment involves Canadian Dollar Tranche B), and the Borrowers shall have agreed on (a) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the increase and apportionment of the General Partner as applicable Currency Commitments and, if applicable, (b) the Administrative Agent may reasonably require evidencing the identity, authority terms and capacity conditions of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationone or more Supplemental Tranches; and (Ciii) a favorable customary opinion the amount of counsel such one time increase does not cause the Facility Amount to WPZexceed $750,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.15(a), relating within five (5) Business Days (in the case of any Base Rate Loans or Canadian Base Rate Loans then outstanding) or at the end of the then-current Interest Period with respect thereto (in the case of any Euro-Dollar Loans then outstanding (other than Canadian Base Rate Loans)), as applicable, each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Commitments and the outstanding principal balance of the Loans shall be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such increase agreementBank’s Pro Rata Share (as recalculated). All payments, addressed repayments and other disbursements of funds by the Administrative Agent to Banks shall thereupon and, at all times thereafter be made in accordance with each Bank’s recalculated Pro Rata Share. (b) This Section 2.15 shall supersede any provisions in Sections 10.5 or 10.6 to the contrary. (c) If any Bank becomes an Eligible Bank with respect to any Alternate Currency, it shall, at its sole discretion, provide written notice of such event to the Administrative Agent and use its best efforts to make a Currency Commitment with respect to such Alternate Currency. Promptly following such notice and agreement to provide such Currency Commitment, the Administrative Agent shall notify and provide Borrowers and each Lender if requested Bank with a replacement Schedule 2.1 listing the name of the applicable Bank and the increase in the Currency Commitment with respect to such Alternate Currency. Upon any increase in the aggregate amount of the Currency Commitment with respect to any Alternate Currency pursuant to this Section 2.15(c), within five (5) Business Days, each applicable Bank’s Pro Rata Share shall be recalculated to reflect such increase and the outstanding principal balance of the applicable Loans shall be reallocated among the applicable Banks such that the outstanding principal amount of such Loans owed to each such Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All applicable payments, repayments and other disbursements of funds by the Administrative Agent or to each applicable Bank shall thereupon and, at all times thereafter be made in accordance with such LendersBank’s recalculated Pro Rata Share. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the LendersThe Borrower may, from time to time time, on any Business Day prior to cause the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as additional Lenders (collectively, the “New Lenders”or additional Commitments for existing Lender(s) or by allowing one a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or more Lenders to increase their respective Commitmentsadditional amount of its Commitment(s)); provided however that: provided, however, that (Ai) prior to and after giving effect to the increaseaggregate amount of the Commitments shall not be increased by an amount in excess of $250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause continuing at the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in time of the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and request or the effective date of such increase the Commitment Amount Increase, and (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for iv) all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on and as the effective date of the such Commitment Amount Increase Effective Date after giving effect to such increase, (except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (2ii) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the Borrower shall not have previously terminated any portion of the General Partner as Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the may at its option, by agreement with any Lender unconditionally and without cause, decline to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankits Commitment.

Increase in Commitments. (i) WPZ Subject to the conditions set forth below in this Section, at any time on or after the expiration of the Term Loan Availability Period, the Borrower shall have the optionright to increase the Total Commitment Amount, without which right may be exercised no more than four (4) times during the consent term of the LendersLoan, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject providing written notice to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to Agent, which notice shall be unreasonably withheld)irrevocable once given; provided, to this Agreement one or more financial institutions as Lenders (collectivelyhowever, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and that after giving effect to any such increases the increaseTotal Commitment Amount shall not exceed $500,000,000. Each such increase in the Total Commitment Amount must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingexist, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier datedate (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date (except in the case of a representation or warranty qualified by materiality, in which case they were such representation or warranty shall be true and correct in all material respects as of such earlier daterespects)) and except for changes in factual circumstances specifically and expressly permitted hereunder or the other Loan Documents, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member, or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors (organized in Delaware), incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.8 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. Any amendment hereto for such an increase shall only require evidencing the identity, authority and capacity signatures of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause Borrower and each Lender being added or increasing its commitment, provided, however, that if any such Lender to become amendment additionally amends, supplements, restates or cease to be an Issuing Bank under otherwise modifies any other term or provision of this Agreement and (B) increase or decrease the Letter of Credit Commitment other Loan Documents, such amendment shall also include the signatures of any Lender additional Lenders (including, if required, the Requisite Lenders) as an Issuing Bankrequired hereunder.

Increase in Commitments. (i) WPZ shall have the The Borrower may, at its option, without the consent of the Lenders, at any time or from time to time prior to cause one or more increases in the Aggregate Termination Date, increase the Total Commitments by adding, subject up to $135,000,000 (the prior approval of the Administrative Agent and the Issuing Banks (such approval “Commitment Increase”) to an aggregate principal amount not to be unreasonably withheld), exceed $400,000,000 by requesting the existing Lenders or new lenders to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders commit to increase their respective Commitmentsany such Commitment Increase; provided however that: (Ai) prior no Lender shall be required to commit to any such increase; (ii) such increase shall be in an amount equal to at least $10,000,000 (or such lesser amount as agreed by the Administrative Agent) or a whole multiple of $1,000,000 in excess thereof; (iii) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects; provided, except further, that, to the extent that any such representations representation and warranties specifically refer warranty is already qualified by materiality or reference to an earlier dateMaterial Adverse Effect, in which case they were such representation shall be true and correct in all material respects as of such earlier date, and (2C) no Default or Event the Administrative Agent shall have received a certificate from Borrower to the effect of Default exists sub-clauses (A) and is continuing; (B) of clause (iii); and (iv) no new lender shall become a Lender pursuant to this Section 2.21 unless such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority lender is an Eligible Assignee and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Issuing Lender if requested shall have given its prior written consent; provided, further, that such prior written consent shall (1) not be unreasonably withheld, conditioned or delayed and (2) only be required to the extent such consent would be required in connection with the assignment of Loans or Commitments to such new lender pursuant to Section 10.6. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof (or such earlier date as may be agreed by the Administrative Agent or in its sole discretion). Each new lender that provides any part of any such Lenders. increase in the Commitments (iiia “New Lender”) Any Borrower shall have execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the optionform of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by agreement with any Lender and entitled to (A) after consultation with the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, cause on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Term Benchmark Loans, of each Tranche) which would then have been outstanding from such Lender to become if (x) each such Type or cease Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Tranche requested to be an Issuing Bank so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, Borrower shall pay all amounts due under this Agreement Section 2.17. The Relevant Rate applicable to any Term Benchmark Loan borrowed pursuant to the preceding sentence shall equal the Relevant Rate then applicable to the Term Benchmark Loans of the other Lenders in the same Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankrelevant Lender).

Increase in Commitments. (i) WPZ shall have the option, without the consent of the LendersThe Borrower may, from time to time time, on any Business Day prior to cause one or more increases the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (form attached hereto as Exhibit H or in such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in other form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, at least five (5) Business Days prior to the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the desired effective date of such increase (the “Increase Effective DateCommitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s). Each financial institution ); provided, however, that becomes a New Lender pursuant to this Section by (i) the execution and delivery to the Administrative Agent aggregate amount of the applicable commitment increase agreement Commitments shall not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant incurred to Section 2.16) to the extent necessary to keep the outstanding Loans an amount in excess of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. $125,000,000, (ii) As a condition precedent to each increase pursuant to subsection any Commitment Amount Increase shall be in an amount not less than $5,000,000, (c)(iiii) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as no Event of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) Default shall have occurred and been complied with be continuing at the time of the request or the effective date of the Commitment Amount Increase, and that, before and after giving effect to such increase, (1iv) the all representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on and as the effective date of the such Commitment Amount Increase Effective Date after giving effect to such increase, (except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (2ii) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the Borrower shall not have terminated any portion of the General Partner as Commitments pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreementany Commitment Amount Increase and, addressed solely to the extent agreed upon in writing between Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. Borrower (iii) Any it being acknowledged that Borrower shall have no obligation to enter into any such agreement), any arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, by agreement with any Lender unconditionally and without cause, decline to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankits Commitment.

Increase in Commitments. (a) At any time, the Borrower may, if it so elects, increase the amount of the Total Revolving Credit Commitment (each such increase to be in an aggregate amount of not less than $25,000,000), either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become Lenders (such designation to be effective only if each such financial institution (or other Person) accepts a Commitment of not less than $5,000,000) or by agreeing with an existing Lender or Lenders that such Lender’s or Lenders’ Revolving Credit Commitments shall be increased. Upon execution and delivery by the Borrower and such Lender or Lenders or other financial institution or institutions (or other Person) of an instrument (a “Commitment Acceptance”) substantially in the form of Exhibit E hereto, with such written consents of the Issuing Lender, the Swing Line Lender and the Agent as would be required in the case of an assignment of a Revolving Credit Commitment to such Person, such existing Lender or Lenders shall have additional Revolving Credit Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become Lenders with Revolving Credit Commitments as therein set forth and with all the rights and obligations of Lenders with such Revolving Credit Commitments hereunder; provided that: (i) WPZ the Borrower shall have delivered to the option, without the consent Agent a copy of the Lenders, from time Commitment Acceptance (a copy of which the Agent shall promptly deliver to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldeach Lender), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) of the Loan Parties contained in Article 3 of this Agreement and the other Loan Documents are shall be true and correct in all material respects on respects; (iii) at the time of such increase, no Default shall have occurred and as be continuing or would result from such increase; (iv) after giving effect to such increase (assuming for such purpose that Revolving Credit Loans in the full amount of the Increase Effective Date Total Revolving Credit Commitment were outstanding), the Incurrence Test would be met; (v) after giving effect to such increase, except the Total Revolving Credit Commitment shall not exceed, by more than $75,000,000, the Total Revolving Credit Commitment in effect on the Closing Date minus any decreases in the Total Revolving Credit Commitment made pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default Section 2.11 or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationSection 2.12; and (Cvi) a favorable customary the Agent shall have received such evidence (including an opinion of counsel for the Loan Parties) as it may reasonably request to WPZ, relating to such increase agreement, addressed to confirm the Administrative Agent due authorization of the transactions contemplated by this Section and each Lender if requested by the Administrative Agent or such Lendersvalidity and enforceability of the obligations of the Loan Parties resulting therefrom. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have the The Borrower may, at its option, without the consent of the Lenders, at any time or from time to time prior to cause one or more increases in the Aggregate Termination Date, increase the Total Commitments by adding, subject up to $100,000,000 (the prior approval of the Administrative Agent and the Issuing Banks (such approval “Commitment Increase”) to an aggregate principal amount not to be unreasonably withheld), exceed $500,000,000 by requesting the existing Lenders or new lenders to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders commit to increase their respective Commitmentsany such increase; provided however that: (Ai) prior no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects, except provided, that, to the extent that any such representations representation and warranties specifically refer warranty is already qualified by materiality or reference to an earlier dateMaterial Adverse Effect, in which case they were such representation shall be true and correct in all material respects as of such earlier daterespects, and (2C) no Default or Event Administrative Agent shall have received a certificate from Borrower to the effect of Default exists (A) and is continuing; (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such certificates of resolutions lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other actionfees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, incumbency certificates and/or other certificates an “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than ten (10) Business Days prior to effective date of a Responsible Officer such notice specifying the amount of the General Partner increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent may reasonably require evidencing Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the identityrelevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, authority in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and capacity (y) the aggregate amount of each such Responsible Officer thereof authorized Type or Eurodollar Tranche requested to act as a Responsible Officer be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increase agreementincreased Commitments, and such documents and certifications as the Administrative Agent may reasonably require Borrower shall pay all amounts due under Section 2.17. The Eurodollar Base Rate applicable to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed any Eurodollar Loan borrowed pursuant to the Administrative Agent preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and each Lender if requested by the Administrative Agent or such Lendersrelevant Lender). (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a)At any time, the Borrower may, if it so elects, increase the amount of the Total Revolving Credit Commitment (each such increase to be in an aggregate amount of not less than $25,000,000), either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become Lenders (such designation to be effective only if each such financial institution (or other Person) accepts a Commitment of not less than $5,000,000) or by agreeing with an existing Lender or Lenders that such Lender’s or Lenders’ Revolving Credit Commitments shall be increased. Upon execution and delivery by the Borrower and such Lender or Lenders or other financial institution or institutions (or other Person) of an instrument (a “Commitment Acceptance”) substantially in the form of Exhibit E hereto, with such written consents of each Issuing Lender, each Swing Line Lender and the Agent as would be required in the case of an assignment of a Revolving Credit Commitment to such Person, such existing Lender or Lenders shall have additional Revolving Credit Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become Lenders with Revolving Credit Commitments as therein set forth and with all the rights and obligations of Lenders with such Revolving Credit Commitments hereunder; provided that: (i) WPZ the Borrower shall have delivered to the option, without the consent Agent a copy of the Lenders, from time Commitment Acceptance (a copy of which the Agent shall promptly deliver to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldeach Lender), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) of the Loan Parties contained in Article 3 of this Agreement and the other Loan Documents are shall be true and correct in all material respects on respects; (iii) at the time of such increase, no Default shall have occurred and as be continuing or would result from such increase; (iv) after giving effect to such increase (assuming for such purpose that Revolving Credit Loans in the full amount of the Increase Effective Date Total Revolving Credit Commitment were outstanding), the Incurrence Test would be met; (v) after giving effect to such increase, except the Total Revolving Credit Commitment shall not exceed, by more than $50,000,000, the Total Revolving Credit Commitment in effect on the ARCA Effective Date minus any decreases in the Total Revolving Credit Commitment made pursuant to Section 2.11 or Section 2.12 following the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationARCA Effective Date; and (Cvi) a favorable customary the Agent shall have received such evidence (including an opinion of counsel for the Loan Parties) as it may reasonably request to WPZ, relating to such increase agreement, addressed to confirm the Administrative Agent due authorization of the transactions contemplated by this Section and each Lender if requested by the Administrative Agent or such Lendersvalidity and enforceability of the obligations of the Loan Parties resulting therefrom. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ During the Revolving Credit Period, the Borrower may on one or more occasions, by written notice to the Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement executed by the Borrower and one or more financial institutions as (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause Commitments to be made available by the Augmenting Lenders (collectivelyor cause the Commitments of the Augmenting Lenders to be increased, as the case may be) in an amount for each Augmenting Lender set forth in such notice; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $350,000,000, (ii) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld) and (iii) each Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Commitments (which shall be the lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. Increases and new Commitments created pursuant to this Section 2.08(a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section 2.08(a). Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.08(a) unless, (i) on the date of such increase, the “New Lenders”conditions set forth in Sections 3.02(b) or by allowing one or more Lenders to increase their respective Commitments; provided however that: and 3.02(d) (A) prior to and after without giving effect to the increase, no Default or Event of Default parenthetical in Section 3.02(d)) shall be satisfied (as though a Borrowing were being made on such date) and the Agent shall have occurred hereunder and be continuing, (B) no received a certificate to that effect dated such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent date and executed by WPZ, a Responsible Financial Officer of the Administrative Agent, the New Lenders, if anyBorrower, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection the Agent shall have received (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following Agent reasonably in form advance of such date) documents consistent with those delivered under Sections 3.01(c) and substance reasonably satisfactory 3.01(d) as to the Administrative Agent: (A) a certificate dated as corporate power and authority of the Increase Effective Date, signed by a Responsible Officer Borrower to borrow hereunder and as to the enforceability of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and Agreement after giving effect to such increase. (b) At the time that any increase in the total Commitments pursuant to Section 2.08(a) (a “Commitment Increase”) becomes effective, if any Committed Loans are outstanding, the Borrower shall prepay in accordance with Section 2.12 the aggregate principal amount of all Committed Loans outstanding (1the “Initial Loans”); provided that (i) the representations and warranties (other than Added L/C Representations) contained nothing in this Agreement Section shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Borrowings hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the other Loan Documents are true and correct Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase. (c) At the time that any Commitment Increase becomes effective, if any Letters of Credit issued hereunder remain outstanding, each Lender’s participation in all material respects on and as such Letters of the Increase Effective Date Credit will be adjusted in accordance with such Lender’s Applicable Percentage, after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitment Increase. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. A. REQUEST FOR INCREASE. Provided no Event of Default has occurred and is continuing, upon notice to Administrative Agent (i) WPZ which shall have the optionpromptly notify Lenders), without the consent of the Lenders, Company may from time to time by written notice to cause one or more increases Administrative Agent request an increase in (i) the Aggregate Revolving Loan Commitments by adding, subject to an amount (for all such requests) not exceeding $25,000,000 and (ii) the prior approval of the Administrative Agent and the Issuing Banks Tranche B Term Loan Commitments by an amount (for all such approval requests) not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitmentsexceeding $50,000,000; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no that any such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such request for an increase shall be evidenced in a minimum amount of $5,000,000. B. INCREASE IN COMMITMENTS; ADDITIONAL LENDERS. Concurrently with any request by Company for an increase in Commitments pursuant to this subsection 2.10, Company shall notify Administrative Agent of each Lender that has agreed to increase its Revolving Loan Commitment or Tranche B Term Loan Commitment, as the case may be, and the amount of each such agreed increase. To achieve the full amount of a commitment requested increase in Commitments Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent and executed by WPZits counsel, provided that Administrative Agent and, solely to the Administrative Agentextent such Eligible Assignee is to have a Revolving Loan Commitment, the New LendersSwingline Lender and each Issuing Lender, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of have consented to any such Eligible Assignee becoming a Lender. Company shall have no right to increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, 2.10 except to the extent that such representations and warranties specifically refer to an earlier dateCompany obtains the agreement of one or more Lenders and/or Eligible Assignees (and, in which the case they were true and correct in all material respects as of any such earlier dateEligible Assignee, and (2any requisite consents) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with accept such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) On the Effective Date, the Borrowers shall have the right to increase the aggregate Term A Loan Commitments and/or Term B Loan Commitments (each such increase, an “Effective Date Incremental Commitment”), to the extent that the Joint Lead Arrangers determine in their sole and absolute discretion that any of such Commitments has been oversubscribed by the Lenders thereunder; provided that (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or Borrowers may not increase any such Commitment by more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent than $100,000,000; and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”ii) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to any Effective Date Incremental Commitments, the increaseaggregate Commitments shall not exceed $1,850,000,000. (i) After the Effective Date, no Default or Event of Default the Borrowers shall have occurred hereunder and the right to increase the aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments”), either from one or more of the Lenders or an additional Eligible Incremental Lender; provided that (A) any such Incremental Revolving Commitment shall be continuing, in a minimum amount of $25,000,000; (B) no such increase the aggregate amount of all Incremental Revolving Commitments effected pursuant hereto shall cause the Aggregate Commitments to not exceed $2,400,000,000, 100,000,000; (C) no after giving effect to any such Incremental Revolving Commitment, the aggregate Commitments shall not exceed $1,850,000,000; (D) any such new Revolving Lender shall have assumed all of the rights and obligations of a “Revolving Lender’s ” hereunder; (E) any such Incremental Revolving Commitments shall, subject to Section 2.10(f), be on the same terms as the other Revolving Commitments; and (F) all of the procedures and other conditions described in this Section 2.10 shall have been satisfied. (ii) After the Effective Date, the Borrowers shall have the right to increase the aggregate Term B Loan Commitments by obtaining additional Term B Loan Commitments (“Incremental Term B Commitments”), either from one or more of the Lenders or an additional Eligible Incremental Lender; provided that (A) any such Incremental Term B Commitment shall be increased without in a minimum amount of $25,000,000; (B) the aggregate amount of all Incremental Term B Commitments effected pursuant hereto shall not exceed $400,000,000; (C) after giving effect to any such Lender’s consentIncremental Term B Commitment, the aggregate Commitments shall not exceed $1,850,000,000; (D) any such increase new Term B Lender shall not result in have assumed all of the increase rights and obligations of any Borrower Sublimit and a “Term B Lender” hereunder; (E) any such increase Incremental Term B Commitments shall, subject to Section 2.10(f), be on the same terms as the other Term B Loan Commitments; and (F) all of the procedures and other conditions described in this Section 2.10 shall have been satisfied. (c) The Borrower Representative shall request an Incremental Commitment by delivering a notice (an “Incremental Commitment Request”) to the Administrative Agent, who shall promptly notify the Lenders of the substance thereof. The notice by the Administrative Agent to the Lenders describing each Incremental Commitment Request shall specify the time period (to be determined by the Borrower Representative in consultation with the Administrative Agent, but in no event be less than 15 Business Days from the date of delivery by the Borrower of the applicable Incremental Commitment Request to the Administrative Agent) within which each Lender is required to inform the Borrower Representative and the Administrative Agent whether such Lender intends to participate in the applicable Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to participate in the applicable Incremental Commitment and, if so, shall specify the amount of such Incremental Commitment it desires to be allocated to it. Any Lender not responding within such time period shall be evidenced deemed to have declined to increase its Commitment. Each determination by a commitment increase Lender to participate in an Incremental Commitment shall be made by it in its sole and absolute discretion. (d) The Administrative Agent shall notify the Borrower Representative and each Lender of the Lenders’ responses to each Incremental Commitment Request. The Borrowers may obtain the agreement of additional Eligible Incremental Lenders to become Lenders pursuant to an Incremental Commitment Joinder Agreement, in substantially the form of Exhibit D (each, an “Incremental Commitment Joinder Agreement”). Each such Eligible Incremental Lender shall, as a condition to participating in any Incremental Commitment, be required to deliver all forms, if any, that are required to be delivered by such Eligible Incremental Lender pursuant to Section 9.04 and any other information that the Administrative Agent requires from Lenders as a condition to becoming a party to this Agreement. Any Incremental Commitment shall be allocated among the existing Lenders that agree to participate in such Incremental Commitment and additional Eligible Incremental Lenders who agree to become Lenders pursuant to an Incremental Commitment Joinder Agreement (in each case, up to the amount of each such Person’s agreed participation) as agreed by the Borrower Representative and the Administrative Agent. (e) Any amendment hereto solely for Incremental Commitments shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent and executed by WPZ, shall only require the written signatures of the Administrative Agent, the New Lenders, if any, Borrower Representative (on behalf of the Borrowers) and Lenders the Lender(s) being added or increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) aboveany such increase, WPZ the Borrowers shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) Agent a certificate dated as of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase; and (ii) in the case of the Increase Effective DateBorrowers, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and immediately after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increasecorrect, except to the extent that such representations and warranties specifically refer that relate solely to an earlier date, in which case they were date shall be true and correct in all material respects as of such earlier date, and ; (2B) no Default or Event of Default exists shall have occurred and is continuing; (B) be continuing or would result from any such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority Incremental Commitment; and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) at the time of and immediately after giving effect to each such Incremental Commitment (1) the Borrowers shall be in compliance with the covenants set forth in Section 6.13 (on a favorable customary opinion Pro Forma Basis for the Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) ending immediately preceding such Incremental Commitment), which compliance shall be evidenced by the due completion, execution and delivery of counsel a Compliance Certificate and based on the assumption that such Incremental Commitment was fully drawn on the first day of such Test Period; and (2) the LTV Requirement shall be satisfied (provided that if (x) after giving effect to WPZany Incremental Term B Commitment, relating the aggregate Term B Loan Commitments exceed $750,000,000 and (y) the effective date of such Incremental Term B Commitment would be more than 36 months after the date on which the Borrowers have last delivered an appraisal of the Loan Parties’ equipment, buildings and real property that constitute Collateral to the Collateral Agent, then, as an additional condition to the effectiveness of such increase agreementIncremental Term B Commitment, addressed to the Borrowers shall provide re-appraisals of the Loan Parties’ equipment, buildings and real property that constitute Collateral from an appraiser selected and engaged by the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender prepared on a basis reasonably satisfactory to (A) after consultation with the Administrative Agent, cause to the extent necessary to establish compliance with the LTV Requirement). (f) The terms and provisions of the Loans made with respect to any Effective Date Incremental Commitment or any Incremental Commitments shall (i) rank pari passu in right of payment and of security with, and shall have the same guarantees as the existing Loans of the applicable Class; (ii) shall have a maturity date that is not earlier than the same Maturity Date as the existing Loans of the applicable Class; (iii) have a weighted average life to maturity that is no shorter than the weighted average life to maturity of the existing Loans of the applicable Class; (iv) in the case of Incremental Commitments, have a rate of interest as set forth in each applicable Incremental Commitment Joinder Agreement; provided that, with respect to any Class of Loans (other than Term B-2 Loans), if the interest rate is greater than the interest rate on the existing Loans of such Class, the interest rate on the existing Loans of such Class shall be increased so as to equal the interest rate applicable to the incremental Loans of such Class comprising such Incremental Loan Borrowing; and (v) otherwise be treated the same as, and not be entitled to any additional benefits than or impose any more obligations than, the existing Loans. (g) Any existing Lender to become or cease that has a Note and participates in any Incremental Commitment shall, substantially contemporaneously with the delivery of its Note to be replaced to the Borrowers, receive a replacement Note that evidences the aggregate principal amount of its Loans outstanding hereunder. Any new Lender requesting a Note shall receive such a Note in an Issuing Bank under amount equal to the aggregate principal amount of the Incremental Commitments for which its funds pursuant to the terms of this Agreement and Section. (Bh) increase or decrease Within a reasonable time after the Letter of Credit Commitment effective date of any Lender as an Issuing BankIncremental Commitment, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect any Incremental Commitment and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the prior Commitment Schedule and become part of this Agreement. On the Business Day following any such increase, all outstanding ABR Advances shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages. Eurodollar Advances shall not be reallocated among the Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase.

Increase in Commitments. (ia) WPZ shall have At any time prior to the optionBusiness Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrowers may effectuate one or more increases in the Aggregate aggregate US Commitments and/or Canadian Commitments or add one or more new term loan facilities hereunder (each such increase or new term loan facility being a “Commitment Increase”), by adding, subject to the prior approval designating one or more of the Administrative Agent existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) and/or one or more other Eligible Assignees that at the Issuing Banks time agree to increase its or their US Commitments and/or Canadian Commitments and/or provide new US Commitments, Canadian Commitments and/or term loan commitments as such Lender (an “Increasing Lender”) or other Eligible Assignee (an “Additional Lender”) shall so select and, in the case of each such approval not Additional Lender, to be unreasonably withheld), become a party to this Agreement as a Lender; provided, however, that: (i) each such Commitment Increase shall be equal to at least $5,000,000; (ii) the aggregate amount of all such Commitment Increases shall not exceed $50,000,000; (iii) the aggregate amount of all such Commitment Increases in the form of one or more financial institutions as Lenders term loan facilities shall not exceed $25,000,000; (collectively, the “New Lenders”iv) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) no Default shall exist immediately prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, any such Commitment Increase; (Bv) no such increase shall cause the Aggregate Commitments with respect to exceed $2,400,000,000, (C) no Lender’s any Commitment shall be increased without such Lender’s consent, (D) such increase shall not result Increase in the increase form of one or more term loan facilities, after giving pro forma effect to any Borrower Sublimit such new additional term loans under a new term 81 loan facility (and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and any Advances hereunder made on the effective date of such increase term loan facilities), the Leverage Ratio shall be no greater than 2.00 to 1.00; (vi) no Lender shall be required or otherwise obligated to provide any Commitment Increase or any portion thereof; (vii) the scheduled maturity date of any new term loan facility shall be no earlier than the Maturity Date and no other scheduled amortization prepayments shall be required thereunder prior to the Maturity Date other than those that apply to the existing Facilities; and (viii) each such Commitment Increase shall have the same terms as the existing Facilities other than (A) original issue discounts, if any, upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase and (B) operational and structural terms reasonably acceptable to the Borrowers, such Increasing Lenders and the applicable Administrative Agent as may be necessary to implement such Commitment Increases in the form of a new term loan facility. The US Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the US Administrative Agent and the Lenders. This Section 2.17 shall not be construed to create any obligation on the US Administrative Agent or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the US Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the US Administrative Agent: Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, if any of the terms of such Commitment Increase differs from the Canadian Facility or the US Facility, as applicable, (B) an amendment to this Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article 2 to account for the terms of such Commitment Increase, and (C) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) in the case of any Commitment Increase in respect of the US Commitments, the funding by each Increasing Lender and Additional Lender of the US Advances to be made by each such Lender to effect the reallocations required in clause (c) below, (iii) in the case of any Commitment Increase in respect of the Canadian Commitments, the funding by each Increasing Lender and Additional Lender of the Canadian Advances to be made on the Increase Date, if any, in the amount of such Lender’s increased Canadian Commitment, (iv) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower certifying that (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event the Parent is in pro forma compliance with the covenants in Section 6.16, after giving 82 pro forma effect to the making of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer any Advances in connection with the relevant increase in the US Commitment or Canadian Commitment, or any such increase agreementnew additional term loans under a new term loan facility, and (v) receipt by the Increasing Lender or Additional Lender, as applicable, of all such documents fees as agreed to between such Increasing Lender and certifications as /or Additional Lender and the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; andapplicable Borrower. (Cc) On any Increased Date on which there is a favorable customary opinion Commitment Increase in the Canadian Commitments pursuant to Section 2.17, (i) each of counsel the Canadian Facility Lenders shall assign to WPZ, relating each of the Increasing Lenders with regard to such increase agreementCommitment Increase, addressed and each of such Increasing Lender shall purchase from each of the Canadian Facility Lenders, at the principal amount thereof, such interests in the Canadian Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Canadian Advances will be held by existing Canadian Facility Lenders and the Increasing Lenders ratably in accordance with their Canadian Commitments after giving effect to the addition of such Commitment Increase in the Canadian Commitments, (ii) each Commitment Increase in the Canadian Commitments shall be deemed for all purposes a Canadian Commitment and each Canadian Advance made thereunder shall be deemed, for all purposes, a Canadian Advance and (iii) each Increasing Lender shall become a Canadian Facility Lender with respect to the Commitment Increase and all matters relating thereto. The Canadian Administrative Agent and the Canadian Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Canadian Advances shall take into account the actual Canadian Commitment of each Canadian Facility Lender if requested and the principal amount outstanding of each Canadian Advance made by such Lender during the Administrative Agent or such Lendersrelevant period of time. (d) On any Increase Date on which there is a Commitment Increase in the US Commitments pursuant to Section 2.17, (i) each of the US Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the US Facility Lenders, at the principal amount thereof, such interests in the US Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Increasing Lenders ratably in accordance with their US Commitments after giving effect to the addition of such Commitment Increase in the US Commitments, (ii) each Commitment Increase in the US Commitments shall be deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, for all purposes, a US Advance and (iii) Any Borrower each Increasing Lender shall have become a US Facility Lender with respect to the optionCommitment Increase and all matters relating thereto. The US Administrative Agent and the US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the US Advances shall take into account the actual US Commitment of each US Facility Lender and the principal amount outstanding of each US Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be during the relevant period of time. (e) On such Increase Date if such Commitment Increase involves an Issuing Bank under this Agreement and (B) increase or decrease in the aggregate US Commitments, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as of the Increase Date in accordance with its US Commitment on such date as a percentage of the aggregate US Commitments on such date) without further action by any Lender as an Issuing Bank.party. 83

Increase in Commitments. (i) WPZ shall have the The Borrower may, at its option, without the consent of the Lenders, at any time or from time to time prior to cause one or more increases in the Aggregate Termination Date, increase the Total Commitments by adding, subject any amount provided that the Total Commitments shall not exceed $3,000,000,000 by requesting the existing Lenders or new lenders to the prior approval of the Administrative Agent and the Issuing Banks (commit to any such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitmentsincrease; provided however that: , (Ai) prior no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier daterespects, and (2C) no Default or Event Administrative Agent shall have received a certificate from Borrower to the effect of Default exists (A) and is continuing; (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such certificates of resolutions lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other actionfees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Any increase in the Total Commitments shall be a Class A Commitment. Such increases in the Commitments shall become effective on the date (each such date, incumbency certificates and/or other certificates an “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than ten (10) Business Days prior to effective date of a Responsible Officer such notice specifying the amount of the General Partner increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent may reasonably require evidencing Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the identityrelevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan which would then have been outstanding from such Lender if (x) each such Type had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type requested to be so borrowed or effected had been proportionately increased, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer and, if applicable in connection with such increase agreementincreased Commitments, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank pay all amounts due under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankSection 2.17.

Increase in Commitments. SEI may at any time and from time to time, by delivery to the Administrative Agent of a written notice signed by a Responsible Officer of SEI (i) WPZ whereupon the Administrative Agent shall have the option, without the consent promptly deliver a copy to each of the Lenders), from time to time to cause one request the addition of a new tranche of term loans (an “Incremental Term Facility”) or more increases an increase in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the an “New LendersIncremental Revolving Commitment”) or by allowing one or more Lenders to increase their respective Commitmentsa combination thereof; provided however that: that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder exist, and (ii) SEI shall be continuing, in pro forma compliance with the financial covenants set forth in Section 7.01 (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s as demonstrated in a Compliance Certificate executed by a Responsible Officer of SEI). Each Incremental Term Facility or Incremental Revolving Commitment shall be increased without in an aggregate principal amount not less than $15,000,000 (or such Lender’s consentlesser amount as may be acceptable to the Administrative Agent), (D) and the aggregate principal amount of all such increase Incremental Term Facilities and Incremental Revolving Commitments shall not result exceed $50,000,000. Each Incremental Term Facility (a) shall rank pari passu or junior in right of payment and of security with the increase Loans (and any such Incremental Term Facility which is junior in right of any Borrower Sublimit payment shall have customary second lien, subordination, standstill and (E) such increase shall be evidenced by a commitment increase agreement in form and substance other provisions reasonably acceptable to the Administrative Agent Agent), (b) shall not mature earlier than the Maturity Date, (c) shall have a weighted average life and executed by WPZ, contain terms as to prepayments and amortization that are acceptable to the Administrative Agent, and (d) shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the New Lenderscovenants in the Loan Documents at the time of the incurrence of such Incremental Term Facility unless either such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent. Any such notice shall set forth the amount and terms of the relevant Incremental Term Facility or Incremental Revolving Commitment requested by SEI and to be agreed by any Lenders or Additional Lenders (as herein defined) under such Incremental Term Facility or providing such Incremental Revolving Commitment. SEI may arrange for one or more banks or other financial institutions or, in the case of an Incremental Term Facility, institutional investors, each of which shall be reasonably satisfactory to the Administrative Agent and, with respect only to Incremental Revolving Commitments, the Swing Line Lender and the L/C Issuer (any such bank or other financial institution being called an “Additional Lender”), to extend commitments under the Incremental Term Facility or provide a portion of the Incremental Revolving Commitment, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a portion of any such Incremental Term Facility or provide a portion of such Incremental Revolving Commitment. Commitments in respect of any Incremental Term Facility or any Incremental Revolving Commitment shall become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent (but only to the extent) necessary to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “date of the applicable Credit Extension” in such representations and warranties specifically Section 4.02 shall be deemed to refer to an earlier date, in which case they were true and correct in all material respects as the effective date of such earlier dateIncremental Facility Amendment). The proceeds of any Incremental Term Facility or any Incremental Revolving Commitment will be used for working capital, capital expenditures, acquisitions and (2) no Default other general corporate purposes not in contravention of any Law or Event of Default exists and is continuing; (B) such certificates any Loan Document. No Incremental Revolving Commitment shall increase the sublimit for Letters of resolutions Credit or other action, incumbency certificates and/or other certificates of a Responsible Officer Swing Line Loans without the consent of the General Partner L/C Issuer or the Swing Line Lender, as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer applicable. This Section shall supersede any provisions in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed Sections 2.13 or 10.01 to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenderscontrary. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ Subject to the terms and conditions set forth herein, the Company shall have the option, without the consent of the Lendersright, from time to time and upon at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice to cause the Administrative Agent (an “Incremental Request”), to request to add one or more increases in tranches of term loans (the “Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments by adding(the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”; the Incremental Revolving Loans, subject together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate amount of all Incremental Facility Loans effected pursuant to this Section 2.14 shall not exceed the sum of (x) $250,000,000 (the “Fixed Incremental Amount”) plus the maximum principal amount of Indebtedness that may be incurred at such time that would not cause the Consolidated Debt to EBITDA Ratio to exceed 3.00:1.00 on a Pro Forma Basis (the “Ratio Incremental Amount”); provided, that, each Incremental Facility Loan shall be deemed to be incurred first under the Ratio Incremental Amount with the balance incurred under the remaining Fixed Incremental Amount, unless the Company otherwise elects pursuant to a written notice to make such incurrence or increase in a different order; provided, further, any Incremental Facility Loan incurred under the Fixed Incremental Amount may be reclassified at any time, as the Company may elect from time to time, as incurred under the Ratio Incremental Amount if the Company meets the applicable ratio under the Ratio Incremental Amount at such time on a Pro Forma Basis at any time subsequent to the prior approval incurrence of such Incremental Term Loan (or would have met such ratio, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Administrative Agent and Company); (b) on the Issuing Banks (such approval not date on which any Incremental Facility Amendment is to be unreasonably withheld)become effective, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) both immediately prior to and immediately after giving effect to the increaseincurrence of such Incremental Facility Loans (assuming that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default or Event of Default shall have occurred hereunder and be continuing, continuing (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant but subject to Section 2.161.10 with respect to any Incremental Term Facility the proceeds of which will be used to finance any Limited Condition Transaction); (c) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any nonratable increase in the Aggregate Commitments under this Section. (ii) As related transactions, on a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative AgentPro Forma Basis, the following Loan Parties shall be in form and substance reasonably satisfactory to compliance with the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase financial covenants set forth in this Section 2.01(c) shall have occurred and been complied 7.13 (but subject to Section 1.10 with and that, before and after giving effect respect to such increase, any Incremental Term Facility the proceeds of which will be used to finance any Limited Condition Transaction); (1d) the representations and warranties (other than Added L/C Representations) contained set forth in this Agreement and the other Loan Documents are Article V shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect date on which such Incremental Facility Amendment is to such increasebecome effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (2d), the representations and warranties contained in clauses (a) no Default or Event and (b) of Default exists Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and is continuing(b), respectively, of Section 6.01 (but subject to Section 1.10 with respect to any Incremental Term Facility the proceeds of which will be used to finance any Limited Condition Transaction); (e) unless otherwise agreed by the Administrative Agent, such Incremental Facility Loans shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof; provided, that such Incremental Facility Loans may be in an amount equal to the remaining aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted to be obtained pursuant to clause (a) above; (f) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01(a); (g) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (h) any Incremental Term Loans that do not constitute additional term loans under a then existing tranche of term loans shall: (A) rank pari passu in right of payment priority with the Revolving Loans, (B) share ratably in rights in the Collateral and the Guaranty, (C) have a maturity date that is no earlier than the then-latest Maturity Date for any Loans, (D) have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity of any then-existing Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such certificates Incremental Term Loans shall be determined by the Company and the Lenders of resolutions such Incremental Term Loans) and (E) otherwise be on terms not materially more onerous, taken as a whole, to the Company than the existing Loans (except to the extent permitted above with respect to (i) the maturity date, (ii) amortization, (iii) the interest rate, and fees, (iv) other than terms which are applicable only after the then-latest Maturity Date or (v) other action, incumbency certificates and/or other certificates of a Responsible Officer of terms that are otherwise reasonably satisfactory to the General Partner as Administrative Agent); (i) the Administrative Agent may reasonably require evidencing the identity, authority and capacity shall have received additional commitments in a corresponding amount of such Responsible Officer thereof authorized requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as provide an additional commitment); (j) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably require request relating to evidence that WPZ is validly existing the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in good standing in its jurisdiction of organizationform and substance reasonably satisfactory to the Administrative Agent; and (Ck) a favorable customary opinion of counsel each Incremental Term Facility and any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Facility Amendment”) to WPZthis Agreement, relating giving effect to such increase agreementthe modifications permitted by this Section 2.14 (and subject to the limitations set forth in the immediately preceding paragraph), addressed to executed by the Loan Parties, the Administrative Agent and each Lender if requested by providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.14. Neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such Lenders. (iii) Any Borrower other new Loan Documents, shall have be required to be executed or approved by any Lender, other than the optionLenders providing such Incremental Term Loans and/or Incremental Revolving Commitments, by agreement with any Lender to (A) after consultation with as applicable, and the Administrative Agent, cause such Lender to become or cease in order to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment effective. The effectiveness of any Lender Incremental Facility Amendment shall be subject solely to the satisfaction on the date thereof of each of the conditions set forth above and such other conditions as an Issuing Bankrequested by the Lenders under the Incremental Facility Loans established in connection therewith. (l) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Increase in Commitments. The Company may, by written notice to the Agent (i) WPZ which shall have the option, without the consent of promptly deliver a copy to the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement executed by the Company and one or more financial institutions as (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (collectively, or cause the “New Lenders”) or by allowing one or more Commitments of the Increasing Lenders to increase their respective Commitments; provided however that: be increased, as the case may be) in an amount not less than US$10,000,000 and in an aggregate amount that is an integral multiple of US$1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (Aa) prior the aggregate amount of all new Commitments and increases in existing Commitments pursuant to and after giving effect this paragraph during the term of this Agreement shall in no event exceed US$500,000,000, (b) each Increasing Lender, if not already a Lender hereunder, shall be subject to the increaseapproval of the Agent (which approval shall not be unreasonably withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed Accession Agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). New Commitments and increases in Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Notwithstanding the foregoing, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate aggregate Commitments and (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase and executed by the chief financial officer or the chief accounting officer of the Company, to the effect that the conditions set forth in clauses (the “Increase Effective Date”b), (c) and (d) of Section 4.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such increase). Each financial institution that becomes Following any extension of a New Lender new Commitment or increase of a Lender’s Commitment pursuant to this Section by the execution and delivery 2.18, any Loans outstanding prior to the Administrative Agent effectiveness of such extension or increase shall remain outstanding until the ends of the respective Interest Periods applicable commitment increase agreement thereto, and shall then be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay repaid or refinanced with new Loans on each Increase Effective Date (and pay any additional amounts required made pursuant to Section 2.16) to 2.01 ratably in accordance with the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate respective Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not in excess of $500,000,000 in the aggregate (for both of clauses (x) and (y)) and not less than $100,000,000 individually. Each such notice shall specify (i) WPZ the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. (b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that: (i) each of the conditions set forth in Section 5.2 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the optionborrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Debt resulting from the consummation of any acquisition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 6.1(b) or (c), the Borrower shall be in compliance with each of the covenants set forth in Section 7.16; (iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (c) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Tranche B Term Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans); (ii) all terms and provisions (including maturity date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans; (iii) the weighted average life to maturity of all new Term Loans shall be no shorter than the weighted average life to maturity of the existing Tranche B Term Loans; (iv) the maturity date of Incremental Term Loans shall not be earlier than the Tranche B Term Loan Maturity Date; and (v) the Applicable Margins for the new Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the new Term Loans shall not be greater than the highest Applicable Margins that may, under any circumstances, be payable with respect to Tranche B Term Loans plus 50 basis points (and the Applicable Margins applicable to the Tranche B Term Loans shall be increased to the extent necessary to achieve the foregoing). The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of the any other Lenders, from time effect such amendments to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24. (d) To the extent the Commitments being increased on the relevant Increase Effective Date are true and correct in all material respects Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment on and as of the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in LC Obligations and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such increaseincreased Revolving Commitments. (e) On any Increase Effective Date on which new Commitments for Term Loans are effective, except subject to the extent that such representations satisfaction of the foregoing terms and warranties specifically refer to an earlier dateconditions, in which case they were true and correct in all material respects as each Lender of such earlier datenew Commitment shall make a Term Loan to the Borrower in an amount equal to its new Commitment. (f) The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and (2) no Default or Event of Default exists shall be entitled to all the benefits afforded by, this Agreement and is continuing; (B) such certificates of resolutions or the other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementLoan Documents, and such documents shall, without limiting the foregoing, benefit equally and certifications as ratably from Section 10 hereof and security interests created by the Administrative Agent may Security Documents. The Loan Parties shall take any actions reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested required by the Administrative Agent or such Lenders. (iii) Any Borrower shall have to ensure and/or demonstrate that the option, Lien and security interests granted by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease Security Documents continue to be an Issuing Bank perfected under this Agreement and (B) increase the UCC or decrease otherwise after giving effect to the Letter of Credit Commitment establishment of any Lender as an Issuing Banksuch class of Term Loans or any such new Commitments.

Increase in Commitments. (ia) WPZ shall have After the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectivelyRestatement Date, the “New Lenders”Borrower may, upon at least thirty (30) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and executed by WPZan aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $400,000,000 (the amount of any such increase, the “Increased Commitments”) provided that (i) the Administrative Agent, Agent shall have received a certificate signed by a Designated Officer dated as of the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution ) in form and delivery substance satisfactory to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date stating that (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents Article V are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increasedate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the reasonable request of any Lender or Additional Lender providing the Increased Commitments, made at least five days prior to the Increase Effective Date, the Borrower shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Increase Effective Date and (y) at least two days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, to each Lender that so requests a Beneficial Ownership Certification. (b) The Borrower may offer the Increased Commitments to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall have no obligation to accept such Increased Commitment; or (ii) any other Eligible Assignee acceptable to the Administrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing Lenders pursuant to this subsection (b) plus (2) no Default or Event the aggregate amount of Default exists and is continuing;any Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments. (Bc) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer An increase in the aggregate amount of the General Partner Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) So long as (x) no Default exists or would exist after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Administrative Agent, Borrower may from time to time request (i) WPZ additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Loan Commitments”) in an aggregate principal amount not to exceed $400,000,000; provided that any such increase shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof, and (ii) additional revolving loans (the “Incremental Revolving Loans” and the related commitments, the “Incremental Revolving Loan Commitments”) in an aggregate principal amount not to exceed $100,000,000; provided that any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Incremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term B Loans and (B) other than amortization, pricing and maturity date, shall have the optionsame terms as Term B Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans; provided that (x) if the interest rate spreads relating to such new Incremental Term Loans exceed the Applicable Rate at any pricing level for the Term B Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Term Loans), then the Applicable Rate for the Term B Loans shall be adjusted to be equal to such interest rate spreads, (y) the Incremental Term Loans shall not have a final maturity date earlier than the Term B Loan Maturity Date, and (z) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term B Loans. Any Term B Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an “Incremental Term Lender”) shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Revolving Loans; provided that (x) if the interest rate spreads and unused commitment fees relating to such new Incremental Revolving Loans exceed the Applicable Rate and unused commitment fees at any pricing level for the Revolving Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Revolving Loans), then the Applicable Rate and unused commitment fees for the Revolving Loans shall be adjusted to be equal to such interest rate spreads, and (y) the Incremental Revolving Loans shall not have a final maturity date earlier than the applicable maturity date of the Revolving Loans. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an “Incremental Revolving Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. An Incremental Facility Amendment may, without the consent of the any other Lenders, from time effect such amendments to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier datemay be necessary or appropriate, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under effect the provisions of this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankSection 2.21.

Increase in Commitments. (ia) WPZ The Borrower shall have the option, without the consent of the Lenders, option at any time and from time to time before the Revolving Credit Maturity Date (as the same may be extended pursuant to cause one Section 2.12 below) or more increases the Initial Term Loan Maturity Date, as applicable, to request (i) an increase in the Aggregate Commitments by addingTotal Revolving Credit Commitment and/or (ii) an increase in the Initial Term Loan Commitment or additional term loan facilities (each, subject an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”; any such increase pursuant to the prior approval of the Administrative Agent and the Issuing Banks foregoing clause (such approval not to be unreasonably withheldi) or (ii), to this Agreement one or more financial institutions as Lenders (each individually, an “Incremental Facility” and, collectively, the “New LendersIncremental Facilities”) by giving written notice to the Agent (an “Increase Notice”), provided that any such individual increase must be in a minimum amount of $50,000,000.00 and increments of $5,000,000.00 in excess thereof, and the aggregate Commitments and Loans hereunder shall not exceed $3,200,000,000.00. (b) The Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facility, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Incremental Facility and the allocations of any increase in the Revolving Credit Commitments and/or the Initial Term Loan Commitments or by allowing one or more making of Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders (it being understood and agreed that the Borrower shall not be required to approach any existing Lender with respect to any Incremental Facility). No Lender shall be obligated in any way whatsoever to increase their respective Commitmentsits Revolving Credit Commitment or its Initial Term Loan Commitment, to provide a new Term Loan Commitment or to make an additional Term Loan. Each such Lender approached by the Agent shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase for the Revolving Credit Facility and/or Term Loan Facility, as the case may be. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (c) In the case of any Class of Incremental Term Loans, except for (1) the Applicable Margin and any unused commitment fees, upfront fees, arranger fees, or other similar fees applicable to such Class of Incremental Term Loans, (2) the period available and procedure for borrowing such Class of Incremental Term Loans, amortization in respect thereof and any additional mandatory prepayment events applicable thereto, and (3) the Maturity Date for such Class of Incremental Term Loans, the terms and conditions therefor shall be identical to the terms and conditions applicable to the Revolving Credit Loans; provided however that: that (A) prior no Class of Incremental Term Loans shall have a final maturity date that is earlier than the latest Term Loan Maturity Date then in effect, and (B) the weighted average life to maturity of any Class of Incremental Term Loans shall be no shorter than the weighted average life to maturity of any Class of Term Loans then outstanding. (d) If a new Revolving Credit Lender becomes a party to this Agreement, or if any existing Revolving Credit Lender is increasing its Revolving Credit Commitment, such Lender shall on the date it becomes a Revolving Credit Lender hereunder (or in the case of an existing Revolving Credit Lender, increases its Revolving Credit Commitment) (and as a condition thereto) purchase from the other Revolving Credit Lenders its Revolving Credit Commitment Percentage (determined with respect to the Revolving Credit Lenders’ respective Revolving Credit Commitments and after giving effect to the increaseincrease of Revolving Credit Commitments) of any outstanding Revolving Credit Loans, by making available to the Agent for the account of such other Revolving Credit Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Credit Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Credit Lenders under Section 2.10(f) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Credit Loans. The Borrower shall pay to the Revolving Credit Lenders amounts payable, if any, to such Revolving Credit Lenders under Section 4.10 as a result of the prepayment of any such Revolving Credit Loans. (e) Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseIncremental Facility, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to any such increase, Incremental Facility except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted hereunder, and (z) the Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) unless the Agent has notified the Borrower that it does not require delivery of such item, an opinion of counsel to the Borrower, the REIT and the other Guarantors, and addressed to the Agent and the Lenders covering such matters as reasonably requested by the Agent; and (iii) in the case of a Lender that has notified the Agent in writing that it wants to receive Notes, (A) new Revolving Credit Notes executed by the Borrower, payable to any such new Revolving Credit Lenders and replacement Revolving Credit Notes executed by the Borrower, payable to any such existing Revolving Credit Lenders increasing their Revolving Credit Commitments, in the amount of such Revolving Credit Xxxxxx’s Revolving Credit Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Credit Commitments and/or (B) a new Term Loan Note executed by the Borrower, payable to any such new Term Loan Lenders making Term Loans in the aggregate amount of such Term Loan Lender’s Term Loans, and replacement Term Loan Notes executed by the Borrower payable to any such existing Term Loan Lenders making additional Term Loans in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loans at the time of the making of such additional Term Loans. (f) In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Agent may reasonably request and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of in the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Agent, its name, address, tax identification number and/or such other information as an Issuing Bankshall be necessary for the Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

Increase in Commitments. (i) WPZ shall have the The Borrower may, at its option, without the consent of the Lenders, at any time or from time to time to cause one or more increases in the Aggregate Commitments by adding, subject prior to the prior approval of Termination Date, increase the Administrative Agent Total Commitments (each such increase, a “Commitment Increase” and the Issuing Banks (additional Commitments pursuant to each such approval Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders exceed $175,000,000 (collectively, with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “New LendersMinimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by allowing one requesting that existing Lenders or more Lenders new lenders commit to increase their respective Commitmentsany such increase; provided however that: (Ai) prior no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects, except provided, that, to the extent that any such representations representation and warranties specifically refer warranty is already qualified by materiality or reference to an earlier dateMaterial Adverse Effect, in which case they were such representation shall be true and correct in all material respects as of such earlier date, and (2C) no Default or Event the Administrative Agent shall have received a certificate from the Borrower to the effect of Default exists (A) and is continuing; (B) of this clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as lender is an Eligible Assignee and the Administrative Agent may reasonably require evidencing shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, Borrower and such documents and certifications as lenders may agree. Each Commitment Increase shall become effective on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and date (each such date, an “Increased Facility Closing Date”) specified in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each Lender if requested of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Administrative Agent or Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Lenders. Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) Any Borrower each Incremental Lender that is a New Lender shall have the option, by agreement with any become a Lender to (A) after consultation in accordance with the Administrative Agent, cause such Lender immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to become or cease to be an Issuing Bank under this Agreement the terms and (B) increase or decrease conditions of the Letter of Credit Commitment of any Lender as an Issuing BankRevolving Loans and Commitments.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject Subject to the prior approval or concurrent occurrence of a Successful Syndication (as such term is defined in the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldFee Letter), to this Agreement one or more financial institutions as Lenders (collectivelyat any time after the Closing Date, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, that no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the Borrower may request an increase of any Borrower Sublimit and (E) such increase shall be evidenced the aggregate Commitments by a commitment increase agreement in form and substance reasonably acceptable notice thereof to the Administrative Agent and executed by WPZin writing (such notice, a "Commitment Increase Notice"), in an amount not less than $10,000,000. The Administrative Agent will provide the Lenders with notice of such Commitment Increase Notice. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Administrative Agent. The Borrower may, in its sole discretion, but with the New Lendersconsent of the Administrative Agent as to any Person that is not at such time a Lender, if any, and Lenders increasing their Commitments, if any, and which shall indicate offer to any existing Lender or to one or more additional banks or financial institutions the amount and allocation opportunity to participate in all or a portion of such increase in unsubscribed portion of the Aggregate increased Commitments and the effective date of such increase pursuant to Section 2.20(b) or Section 2.20(c), as applicable. (the “Increase Effective Date”). Each b) Any additional bank or financial institution that becomes the Borrower selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Borrower and the Administrative Agent (a "New Lender"), by the execution of an agreement (a "New Lender Agreement") substantially in the form of Exhibit E-1, shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Commitment pursuant to this Section by 2.20 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the execution benefits of, this Agreement and the other Loan Documents (a "Commitment Increase Agreement") substantially in the form of Exhibit E-2, with the Borrower and the Administrative Agent. Upon delivery to the Administrative Agent of one or more New Lender Agreements or Commitment Increase Agreements, the applicable commitment increase agreement Administrative Agent shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow enter any such New Lender and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such its Commitment, or increasing Lender’s revised Applicable Percentage after giving effect to any nonratable increase increased Commitment, in the Aggregate Commitments under this SectionRegister and shall distribute a new Schedule I reflecting the Commitment of such New Lender or increasing Lender’s increased Commitment and the Commitments, as increased. (iid) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall deliver to the Administrative Agent, to the extent requested be contingent upon receipt by the Administrative AgentAgent of such corporate resolutions and certificates as to no Default and accuracy in all material respects of the representations and warranties made by the Borrower in this Agreement as the Administrative Agent shall reasonably request with respect thereto, the following in each case in form and substance reasonably satisfactory to the Administrative Agent:. (Ae) Additional Loans made on or after the date that any bank or financial institution becomes a certificate dated as of New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), (the Increase Effective "Re-Allocation Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c") shall have occurred and been complied with and that, before and be made pro rata based on their respective Commitments in effect on or after giving effect to such increase, Re-Allocation Date (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that any such representations and warranties specifically refer to pro rata borrowings would result in any Lender making an earlier dateaggregate principal amount of Loans in excess of its Commitment, in which case they were true such excess amount will be allocated to, and correct in all material respects as made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such earlier dateEurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and (2) no Default or Event of Default exists interest on and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity repayments of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed Loans will be paid thereon to the Administrative Agent and each Lender if requested by respective Lenders holding such Loans pro rata based on the Administrative Agent or such Lendersrespective principal amounts thereof outstanding. (iiif) Any Notwithstanding anything to the contrary in this Section 2.20, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) the aggregate amount of such increase in the Commitments shall not exceed $1,000,000,000. (g) If requested, the Borrower shall have execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter amount of Credit Commitment of any Lender as an Issuing Banksaid Lenders’ Commitments.

Increase in Commitments. (a) The (x) U.S. Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and (y) the EMEA Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments, in an aggregate principal amount (together with all Incremental Equivalent Debt outstanding at such time) not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion; provided that if any such existing Lender does not respond to such written notice within five (5) Business Days, such Lender shall be deemed to have declined to participate therein) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith; provided, further that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks in its reasonable discretion (such approval consent not to be unreasonably withheld, conditioned or delayed), to the extent the Administrative Agent would be required to consent to the assignment of any Loans or Commitments to such Incremental Term Lender and Incremental Revolving Credit Lender pursuant to this Agreement one or more financial institutions as Lenders and (collectivelyii) in connection with Incremental Revolving Credit Commitments only, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect each LC Issuer, to the increase, no Default extent such consent would have been required for assignments of any Revolving Loans or Event Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of Default shall have occurred hereunder and be continuing, the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment which shall be increased without such Lender’s consentin minimum increments of, (D) such increase shall not result in the increase case of any Borrower Sublimit Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments denominated in Dollars, $1,000,000 and a minimum amount of $10,000,000, in the case of Incremental Term Loan Commitments denominated in Euro, €1,000,000 and a minimum amount of €10,000,000 and in the case of Incremental Term Loan Commitments denominated in another currency (E) such increase which currency shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent Agent), such minimum increments as the Applicable Borrower and executed by WPZ, the Administrative AgentAgent shall reasonably agree), (ii) the New Lenders, if any, and Lenders increasing their Commitments, if any, and date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall indicate not be less than 15 days nor more than 60 days after the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant notice, unless otherwise agreed to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. in its reasonable discretion), (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause whether such Lender to become or cease Incremental Term Loan Commitments are to be an Issuing Bank under this Agreement Closing Date EMEA Term Commitments, Closing Date U.S. Term Commitments or commitments to make term loans with terms different from the Closing Date Term Loans (“Other Term Loans”) and (Biv) increase in the case of Other Term Loans, whether such Other Term Loans are to be EMEA Facility Obligations or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.U.S.

Increase in Commitments. (i) WPZ shall have the The Borrower may, at its option, without the consent of the Lenders, at any time or from time to time to cause one or more increases in the Aggregate Commitments by adding, subject prior to the prior approval of Termination Date, increase the Administrative Agent Total Commitments (each such increase, a “Commitment Increase” and the Issuing Banks (additional Commitments pursuant to each such approval Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders exceed $600,000,000700,000,000 (collectively, with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “New LendersMinimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by allowing one requesting that existing Lenders or more Lenders new lenders commit to increase their respective Commitmentsany such increase; provided however that: (Ai) prior no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects, except provided, that, to the extent that any such representations representation and warranties specifically refer warranty is already qualified by materiality or reference to an earlier dateMaterial Adverse Effect, in which case they were such representation shall be true and correct in all material respects as of such earlier daterespects, and (2C) no Default or Event the Administrative Agent shall have received a certificate from the Borrower to the effect of Default exists (A) and is continuing; (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as lender is an Eligible Assignee and the Administrative Agent may reasonably require evidencing shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, Borrower and such documents and certifications as lenders may agree. Each Commitment Increase shall become effective on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and date (each such date, an “Increased Facility Closing Date”) specified in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each Lender if requested of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Administrative Agent or Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Lenders. Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) Any Borrower each Incremental Lender that is a New Lender shall have the option, by agreement with any become a Lender to (A) after consultation in accordance with the Administrative Agent, cause such Lender immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to become or cease to be an Issuing Bank under this Agreement the terms and (B) increase or decrease conditions of the Letter of Credit Commitment of any Lender as an Issuing BankRevolving Loans and Commitments.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the LendersThe Borrower may, from time to time time, on any Business Day prior to cause one or more increases the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (form attached hereto as Exhibit H or in such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in other form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, at least five (5) Business Days prior to the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the desired effective date of such increase (the “Increase Effective DateCommitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s). Each financial institution ); provided, however, that becomes a New Lender pursuant to this Section by (i) the execution and delivery to the Administrative Agent aggregate amount of the applicable commitment increase agreement Commitments shall not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant incurred to Section 2.16) to the extent necessary to keep the outstanding Loans an amount in excess of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. $50,000,000, (ii) As a condition precedent to each increase pursuant to subsection any Commitment Amount Increase shall be in an amount not less than $5,000,000, (c)(iiii) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as no Event of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) Default shall have occurred and been complied with be continuing at the time of the request or the effective date of the Commitment Amount Increase, and that, before and after giving effect to such increase, (1iv) the all representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on and as the effective date of the such Commitment Amount Increase Effective Date after giving effect to such increase, (except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (2ii) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the Borrower shall not have terminated any portion of the General Partner as Commitments pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreementany Commitment Amount Increase and, addressed solely to the extent agreed upon in writing between Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. Borrower (iii) Any it being acknowledged that Borrower shall have no obligation to enter into any such agreement), any arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, by agreement with any Lender unconditionally and without cause, decline to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankits Commitment.

Increase in Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, to be exercised at any time prior to the earlier of (i) WPZ shall have the optiondate that is two (2) years following the Closing Date or (ii) the exercise of its option to decrease the Aggregate Committed Amount under Section 2.01(c) below, without the consent of the Lenders, from time to time to cause one or more increases an increase in the Aggregate Commitments Committed Amount by adding, subject up to the prior approval of the Administrative Agent and the Issuing Banks Thirty Million Dollars (such approval $30,000,000) (to an aggregate amount not to be unreasonably withheldmore than Two Hundred Thirty Million Dollars ($230,000,000), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments); provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) that such increase shall be evidenced conditioned and effective upon the satisfaction of the following conditions: (i) the Borrowers shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a commitment increase agreement Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent and executed by WPZ(it being understood that in no case shall any Lender be required to increase its Commitment without its written consent); (ii) if any Advances are outstanding at the time of any such increase, the Administrative Agent, Borrowers shall make such payments and adjustments on the New Lenders, if any, Advances (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and Lenders increasing their Commitments, if any, and which commitment amounts; (iii) the Borrowers shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery pay to the Administrative Agent the following fees for payment to each Lender making such increased commitment, a commitment fee equal to one percent (1%) of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans Aggregate Committed Amount of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (iiiv) As a condition precedent to each increase pursuant to subsection the Borrowers shall have executed any new or amended and restated Notes (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, Lenders) to reflect the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationrevised commitment amounts; and (Cv) a favorable customary opinion the conditions to the making of counsel to WPZ, relating to an Advance set forth in Section 4.02 shall be satisfied. In connection with any such increase agreementin the Commitments, addressed Schedule 2.01 shall be revised to reflect the Administrative Agent modified Commitments and each Lender if Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent or such Lendersand the Lenders in connection therewith. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments or one or more additional tranches of commitments in the aggregate amount of $100,000,000 (each such increase, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) WPZ an increase of the Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall have not exceed Six Hundred Million Dollars ($600,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the optionBorrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, without in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks Borrower (such approval not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the “New Lenders”provisions of Section 13.5(b). (b) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect The effectiveness of any Commitment Increase under this Section is subject to the increasefollowing conditions precedent (subject, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, to Section 1.6; provided, that any such request for a Commitment Increase by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default (or, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall have occurred hereunder exist and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and continuing on the effective date of such increase Commitment Increase, (x) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section representations and warranties made or deemed made by the execution Borrower and delivery each other Loan Party in the Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such Commitment Increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the Specified Representations, (y) payment of any and all Fees required in connection with such Commitment Increase, and (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: : (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor, if any, authorizing the guaranty of such Commitment Increase; (ii) an opinion of counsel to the Borrower and the other Loan Parties, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a certificate dated as new Note executed by the Borrower, payable to such new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing a Commitment Increase, in the amount of such Xxxxxx’s Commitment at the time of the Increase Effective Date, signed by a Responsible Officer effectiveness of the General Partner certifying that each of the conditions applicable Commitment Increase and a Beneficial Ownership Certification. (c) In connection with any Commitment Increase pursuant to such increase set forth in this Section 2.01(c) 2.13, any Lender becoming a party hereto shall have occurred and been complied with and that, before and after giving effect to such increase, (1) execute such documents and agreements as the representations Administrative Agent may reasonably request and warranties (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other than Added L/C Representationsinformation as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act. (d) contained Each Commitment Increase with respect to an additional tranche of Commitments may be made hereunder pursuant to an amendment or restatement (each, an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Lender participating in such tranche and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier datemay be necessary or appropriate, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary reasonable opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause to effect the provisions of this Section 2.13. All such Lender incremental Term Loans (i) shall rank pari passu in right of payment with the other Loans, (ii) shall not mature earlier than the latest Term Loan Maturity Date then in effect for any then-existing Loans (but may have amortization prior to become or cease to be an Issuing Bank under this Agreement such date), and (Biii) increase shall be (x) treated substantially the same as (and in any event no more favorably than), and (y) consistent with the terms and conditions applicable to, the initial Loans made or decrease deemed made on the Letter Effective Date. Each applicable incremental Lender shall fund the applicable incremental Loans in accordance with the requirements of Credit Commitment of any Lender as an Issuing Bankthe applicable Incremental Term Loan Amendment.

Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request, without the consent of the Lenderson or after October 8, from time 2020, up to time to cause one or more two increases in the Aggregate aggregate amount of the Commitments by addingup to Twenty Five Million Dollars ($25,000,000). The Administrative Agent, subject in consultation with the Borrowers, shall manage all aspects of the syndication of such increases in the Commitments, which may only be provided by an existing Lender, and the allocations of the increases in the Commitments among such existing Lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment. If any existing Lender is increasing its Commitment, such Lender shall on the date it increases its Commitment (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to ’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding principal of the Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of: (a) the portion of the outstanding principal amount of the Loan to be purchased by such Lender; plus (b) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of the Loan. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase; (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to ii) the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) have consented to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. in its sole and absolute discretion; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1iii) the representations and warranties (other than Added L/C Representations) contained in this Agreement made or deemed made by the Borrower and the any other Loan Documents are Party in any Loan Document shall be true and correct in all material respects on (except in the case of a representation or warranty qualified by materiality, in which case such representation and as of the Increase Effective Date after giving effect to such increase, warranty shall be true and correct in all respects) except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case, such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (iv) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (2) no Default or Event of Default exists and is continuing; (BA) such agreements, amendments, promissory notes, documents, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner and instruments as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may shall reasonably require to evidence that WPZ is validly existing the increase in the Commitments; (B) an acknowledgement and ratification by each Guarantor of its obligations under the Guaranty and the Security Documents substantially in good standing in its jurisdiction the form of organizationAnnex A attached hereto; and (C) a favorable customary if reasonably requested by the Administrative Agent, an opinion of counsel to WPZthe Borrower and each Guarantor, relating to such increase agreement, and addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders. Agent; and (iiiD) Any Borrower shall have the option, if available and reasonably requested by agreement with any Lender to (A) after consultation with the Administrative Agent, cause endorsements to the title policies issued by the Title Company dating down the effective date of such Lender to become or cease to be an Issuing Bank under this Agreement title policies and (B) increasing the aggregate insured amount of such title policies by the amount of such increase or decrease in the Letter of Credit Commitment of any Lender as an Issuing BankCommitments.

Increase in Commitments. (i) WPZ shall have the Borrower may, at its option, without the consent of the Lenders, at any time or from time to time prior to cause one or more increases in the Aggregate Revolving Facility Termination Date, increase the Total Commitments by adding, subject up to the prior approval of the Administrative Agent and the Issuing Banks (such approval $200,000,000 to an aggregate principal amount not to be unreasonably withheld), exceed $550,000,000 by requesting the existing Lenders or new lenders to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders commit to increase their respective Commitmentsany such increase; provided however that: (Aa) prior no Lender shall be required to commit to any such increase; (b) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (i) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects, except to the extent that such representations and warranties specifically refer expressly relate to an earlier datetime, in which case they such representations and warranties were true and correct in all material respects as of such earlier datetime, provided, that, to the extent any such representation and warranty is already qualified by materiality or by reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (2iii) Administrative Agent shall have received a certificate from Borrower to the effect of (i) and (ii) of clause (b); and (c) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions new lender shall become a Lender pursuant to this Section 2.21 unless Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other action, incumbency certificates and/or other certificates fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Any increase in the Total Commitments shall be a Class A Commitment. Such increase in the Commitments shall become effective on the date (the “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than five (5) Business Days prior to effective date of a Responsible Officer such notice specifying the amount of the General Partner as increase and the Administrative Agent may reasonably require evidencing the identity, authority and capacity effective date thereof. Each new lender that provides any part of such Responsible Officer thereof authorized to act as increase in the Commitments (a Responsible Officer “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in connection with the form of Exhibit E, whereupon such increase agreement, New Lender shall become a Lender for all purposes and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent same extent as if originally a party hereto and each Lender if requested shall be bound by and entitled to the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, benefits of this Agreement. Unless otherwise agreed by agreement with any Lender to (A) after consultation with the Administrative Agent, cause on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender to become if (i) each such Type or cease Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be an Issuing Bank under this Agreement so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankrelevant Lender).

Increase in Commitments. (a) At any time, the Company may, if it so elects, increase the amount of the U.S. Commitments (each such increase to be in an aggregate amount of not less than $5,000,000), either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become U.S. Lenders (such designation to be effective only with the prior written consent of the General Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if each such financial institution (or other Person) accepts a U.S. Commitment of not less than $5,000,000) or by agreeing with an existing U.S. Lender or existing U.S. Lenders that such Lender’s or Lenders’ U.S. Commitments shall be increased. Upon execution and delivery by the Company and the other U.S. Borrower and such U.S. Lender or U.S. Lenders or other financial institution or institutions (or other Person) of an instrument (a “Commitment Acceptance”) substantially in the form of Exhibit H hereto, such existing U.S. Lender or U.S. Lenders shall have additional U.S. Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become U.S. Lenders with U.S. Commitments as therein set forth and with all the rights and obligations of U.S. Lenders with such U.S. Commitments hereunder; provided that: (i) WPZ the Company and the other U.S. Borrower shall have delivered to the option, without the consent General Administrative Agent a copy of the Lenders, from time to time to cause one or more increases in Commitment Acceptance (a copy of which the Aggregate Commitments by adding, subject to the prior approval of the General Administrative Agent and the Issuing Banks (such approval not shall promptly deliver to be unreasonably withheldeach U.S. Lender), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) of the Borrowers contained in Article 4 of this Agreement shall be true; (iii) at the time of such increase, no Default shall have occurred and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date be continuing or would result from such increase; (iv) after giving effect to such increase, except the aggregate amount of the U.S. Commitments shall not exceed, by more than $150,000,000, the aggregate U.S. Commitments in effect on the Effective Date minus any reduction to the extent that such representations and warranties specifically refer U.S. Commitments made pursuant to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default Section 2.10 or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationSection 2.12; and (Cv) a favorable customary the General Administrative Agent shall have received such evidence (including an opinion of counsel the Company’s counsel) as it may reasonably request to WPZconfirm the Company’s and the other U.S. Borrowers’ due authorization of the transactions contemplated by this Section and the validity and enforceability of the obligations of the Company and the other U.S. Borrowers resulting therefrom. On the date of any such increase, relating each U.S. Borrower shall be deemed to such increase agreement, addressed have represented to the General Administrative Agent and each Lender if requested by the Administrative Agent or such LendersU.S. Lenders that the conditions set forth in clauses (i) through (v) above have been satisfied. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ Upon notice to the Administrative Agent (which shall have the option, without the consent of promptly notify the Lenders), DeVry may from time to time to cause one or (but not more increases than twice), request an increase in the Aggregate Commitments (including the Offshore Sublimit) by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks an amount (for all such approval requests) not to be unreasonably withheld), exceeding $150,000,000; by adding to this Agreement one or more financial institutions as Lenders other lenders (collectivelywhich may include any existing Lender, with the consent of such Lender in its sole discretion) (each such bank, a “New LendersSupplemental Lender”) with the approval of (x) the Administrative Agent (which approval shall not be unreasonably withheld or by allowing one or more Lenders to increase their respective Commitmentsdelayed); provided however that: that no consent of the Administrative Agent will be required in the case of any such Supplemental Lender that is a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (Ay) prior the L/C Issuer (which approval shall not be unreasonably withheld or delayed), provided that (i) each Supplemental Lender shall have entered into an agreement pursuant to which such Supplemental Lender shall undertake a Commitment (or, if such Supplemental Lender is an existing Lender, pursuant to which its Commitment shall be increased), (ii) such Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $15,000,000, (iii) such Commitment (together with the increased Commitment(s) of all other Supplemental Lenders being provided at such time) shall be in an aggregate amount of at least $15,000,000 or any whole multiple of $1,000,000 in excess thereof, (ii) the Offshore Sublimit shall not exceed $150,000,000 and after giving effect to the increase, (iii) no Default or Event of Default shall have occurred hereunder and be continuing, then exist. (Bb) no such increase shall cause If the Aggregate Commitments to exceed $2,400,000,000are increased in accordance with this Section, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, DeVry shall determine the effective date (the "Increase Effective Date"). The Administrative Agent, Agent shall promptly notify DeVry and the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate of the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovesuch increase, WPZ DeVry shall deliver to the Administrative AgentAgent the following, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate , dated as of the such Increase Effective Date, and in sufficient copies for each Lender: (i) a certificate signed by the Secretary or Assistant Secretary of DeVry certifying and attaching the resolutions adopted by DeVry approving such increase, (ii) a certificate signed by a Responsible Officer of the General Partner DeVry certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.5(a) and (2b) hereof shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1(a) and (b) hereof), and (B) no Default or Event of Default exists and is continuing;exists, (Biii) such certificates of resolutions or an acknowledgment signed by each other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized Loan Party consenting to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as reaffirming its obligations under the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationLoan Documents; and (Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if extent requested by the Administrative Agent, such opinions of counsel (including opinions of counsel for its Non-U.S. Subsidiaries) reaffirming the opinions furnished pursuant to Sections 4.1 and 6.14 as applied to the increase in Commitments pursuant to this Section and confirming that the Collateral secures the Obligations as so increased. On the Increase Effective Date, the Administrative Agent or shall revise Schedule 2.1 to reflect the increase in Commitments and the allocation thereof, it being understood that (i) each Lender's Pro Rata Share shall be revised to reflect a fraction (expressed as a decimal, carried out to the ninth decimal place) the numerator of which is the amount of the aggregate Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders, and (ii) the allocation of such Lender's Commitment shall be revised to reflect such Lender's Pro Rata Share of the Aggregate Commitments as so revised. DeVry shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep all outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (iiic) Any Borrower This Section shall have supersede any provisions in Sections 2.13 or 11.1 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the LendersThe Borrower at its option may, from time to time time, seek to cause (i) request one or more increases in the Aggregate Commitments by addingterm loans (each an “Incremental Term Loan” and, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New LendersIncremental Term Loans”) or and/or (ii) increase the aggregate Revolving Loan Commitments (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by allowing one or more Lenders up to increase their respective Commitments; provided however that: an aggregate amount of $1,000,000,000800,000,000 upon at least three (A3) Business Days’ prior to and after giving effect written notice to the increaseAdministrative Agent, which notice shall specify the amount of any such Incremental Facility (which shall be in a minimum amount of $25,000,000 and in multiples of $5,000,000 in excess thereof (or such lesser amount and/or increments to which the Administrative Agent may agree)) and shall certify that no Potential Event of Default or Event of Default shall have has occurred hereunder and is continuing. After delivery of such notice, the Borrower, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be continuing, (B) no such increase shall cause the Aggregate Commitments declined by any Lender in its sole discretion and any Lender which does not respond to exceed $2,400,000,000, (C) no Lender’s Commitment a request to extend an Incremental Facility shall be increased without such Lender’s consent, (Ddeemed to have declined to do so) such increase shall not result in on either a ratable basis to the increase of any Borrower Sublimit and (E) such increase shall be evidenced by Lenders or on a commitment increase agreement in form and substance non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase Issuing BanksLenders (in the Aggregate Commitments case of an Incremental Revolving Commitment) and the Borrower. No Incremental Facility shall become effective date of until the existing or new Lenders extending such increase (Incremental Facility and the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower shall have delivered to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following document in form and substance reasonably satisfactory to the Administrative Agent: Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a commitment in respect of such Incremental Facility agrees to the amount of its portion of the Incremental Facility, (ii) any such new lender providing a commitment in respect of such Incremental Facility agrees to its portion of the Incremental Facility and agrees to assume and accept the obligations and rights of a Revolving Lender and/or Term Loan Lender hereunder, as applicable, (iii) the Borrower accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in subsection 4.024.2 are satisfied. The terms of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms applicable to Term Loans hereunder, except that (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of Borrower and the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in Administrative Agent may amend this Agreement and the other Loan Documents are true to implement such mechanical and correct conforming changes as the Borrower and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Term Loan Maturity Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the latest Term Loan Maturity Date. Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in all material respects on each case without the need to obtain the consent of any other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan CHAR1\1732468v1CHAR1\1735441v5 Documents as may be necessary or appropriate, in the reasonable opinion of the Increase Effective Date Administrative Agent and the Borrower, to give effect to the provisions of this subsection 2.10. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. Upon the effectiveness of any Incremental Revolving Commitment pursuant hereto, (i) each Revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing Revolving Lenders, and the existing Revolving Lenders shall be deemed to have made an assignment at par to each new or existing Revolving Lender accepting a new or increased Revolving Loan Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and AssumptionAgreement) and (ii) the credit exposure to the Borrower hereunder in respect of Swing Line Loans and Letters of Credit of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such increaseassignments and adjustments, except all credit exposure to the extent that Borrower hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Loan Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Revolving Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such representations and warranties specifically refer principal amount. Payments received by assigning Revolving Lenders pursuant to an earlier datethis subsection 2.10 in respect of the principal amount of any Eurodollar Rate Loan shall, in which case they were true and correct in all material respects as for purposes of subsection 2.6D, be deemed prepayments of such earlier dateLoan. Any Incremental Facility pursuant to this subsection 2.10 shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documents as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer request. Notwithstanding anything in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed subsection 10.6 or elsewhere herein to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the optioncontrary, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment no consent of any Lender as an Issuing Bank(other than the Lenders agreeing to new or increased commitments) shall be required for any Incremental Facility provided or Loan made pursuant to this subsection 2.10. This subsection 2.10 shall supersede any provisions in subsections 10.1B, 10.5 or 10.6 to the contrary. In no event shall any Incremental Facility established pursuant to this subsection 2.10 result in the sum of the Total Utilization of Revolving Loan Commitments plus the aggregate amount of undrawn Revolving Loan Commitments plus the aggregate amount of all Term Loans and Incremental Term Loans made hereunder exceed $3,720,000,000.

Increase in Commitments. (i) WPZ After the Effective Date, the Borrowers shall have the optionright to increase the aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments” and revolving loans made thereunder, without “Incremental Revolving Loans”) and the consent of right to increase the Lenders, from time to time to cause aggregate Term Loan Commitments by obtaining additional Term Loan Commitments under a then-existing tranche and/or one or more increases in the Aggregate Commitments by addingadditional tranches of term loans (“Incremental Term Commitments” and term loans made thereunder, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld“Incremental Term Loans”), to this Agreement in each case from one or more financial institutions as of the Lenders (collectively, the “New and/or additional Eligible Incremental Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: that (A) prior to and after giving effect to the increase, no Default or Event any such Incremental Commitment shall be in a minimum amount of Default shall have occurred hereunder and be continuing$25,000,000, (B) no such increase the aggregate amount of all Incremental Commitments and Incremental Loans effected pursuant hereto shall cause not exceed an amount equal to the Aggregate Commitments sum of (1) $500,000,000, plus (2) the maximum amount that would result in a Senior Secured Net Leverage Ratio, on a Pro Forma Basis, of not more than 3.00 to exceed $2,400,000,000, 1.00; (C) no any such new Term Lender shall have assumed all of the rights and obligations of a “Term Lender’s Commitment shall be increased without such Lender’s consent, ” hereunder; (D) any such increase new Revolving Lender shall not result in have assumed all of the increase rights and obligations of any Borrower Sublimit and a “Revolving Lender” hereunder; (E) any such increase Incremental Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the same terms as the other Term Loans; and (F) all of the procedures and other conditions described in this Section 2.10 shall be evidenced by have been satisfied; and provided, further, that the aggregate principal amount of Incremental Equivalent Debt established after the Effective Date in reliance on clause (a)(i)(B)(1) above shall result in a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate dollar for dollar reduction of the amount and allocation of such increase in the Aggregate Incremental Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender permitted to be established pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Dateclause (a)(i)(B)(1) above. The Borrowers shall borrow may elect to use clause (a)(i)(B)(2) above regardless of whether the Borrower has capacity under clause (a)(i)(B)(1) above. Further, the Borrowers may elect to use clause (a)(i)(B)(2) prior to using clause (a)(i)(B)(1), and prepay Loans on each Increase Effective Date if both clause (a)(i)(B)(2) and pay clause (a)(i)(B)(1) are available, unless otherwise elected by the Borrowers, then the Borrowers will be deemed to have elected to use clause (a)(i)(B)(2). In addition, any additional amounts required Indebtedness originally designated as incurred pursuant to Section 2.16clause (a)(i)(B)(1) to shall, at the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as option of the Increase Effective DateBorrowers, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(cbe reclassified as incurred under clause (a)(i)(B)(2) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner so long as the Administrative Agent may reasonably require evidencing Borrowers would meet the identity, authority and capacity of applicable leverage or coverage based incurrence test at such Responsible Officer thereof authorized to act as time on a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersPro Forma Basis. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have At any time prior to the optionRevolving Credit Maturity Date, without the consent of the LendersBorrower may request an increase, from time to time to cause one or time, but not more increases than four (4) times in the Aggregate aggregate, in the total Revolving Commitments or establish or (if previously established, increase) any term loan commitments hereunder, by adding(i) admitting additional Lenders hereunder (each a “Subsequent Lender”), and/or (ii) increasing the Revolving Commitment of any Revolving Lender and/or any term loan commitment of any term lender, as the case may be (each an “Increasing Lender”), subject to the prior approval following conditions: (a) each Subsequent Lender shall meet the conditions for an assignee under §18.1; (b) if requested by the applicable Lender, Borrower executes new Revolving Loan Notes or term loan notes, or both, as applicable, payable to the order of such Subsequent Lender, or a new or replacement Revolving Loan Note or term loan notes (or both, as applicable) payable to the order of such Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased or additional Revolving Commitment and/or term loan commitment (as applicable); (d) Borrower and Agent shall have executed modifications of the Administrative Security Documents and other Loan Documents to reflect the increase in the Revolving Commitments or the term loan commitments (or both, as applicable) and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or (i) increase in the Revolving Loan amount or Revolving Commitment (whichever is the basis for computing such tax), or (ii) establishment of or increase in the term loan amount or term loan commitment (whichever is the basis for computing such tax), or (iii) both (i) and (ii), if applicable; (e) the allocation of the increased Commitments by Borrower as between the Revolving Commitments and the Issuing Banks term loan commitments shall be subject to Agent’s consent (such approval not to be unreasonably withheldwithheld or delayed), to this Agreement one or more financial institutions as Lenders ; (collectively, the “New Lenders”f) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increaseadmission of any Subsequent Lender, no Default the increase in the Revolving Commitment or Event the establishment of Default shall have occurred hereunder or increase in term loan commitments (or both, as the case may be) of any Increasing Lender, the sum of all Revolving Commitments and be continuingall term loan commitments (if any) and, without duplication, Outstanding term loans (Bif any) no such increase shall cause the Aggregate Commitments to does not exceed $2,400,000,000500,000,000; (g) each increase in the Revolving Commitments or establishment of/increase in the term loan commitments (as applicable) shall be in the amount of at least $10,000,000, or a greater integral multiple of $5,000,000; (Ch) no Lender’s Commitment , including, but not limited to KeyBank, shall be increased an Increasing Lender without the written consent of such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.; (iii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as all of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained of the Loan Parties in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date, and ); (2j) no Default or Event of Default exists and is continuingor would result therefrom; (Bk) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer [Intentionally omitted]; and (l) each of the General Partner Loan Parties shall have executed such other modifications and documents (including, but not limited to, modifications of this Agreement) and made such other deliveries as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in good standing the Agreement Regarding Fees), expenses and costs in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZconnection with the foregoing and Borrower shall also pay such Loan fees and placement fees, relating to if any, as may be agreed for such increase agreementin the Revolving Commitments or the term loan commitments (or both, addressed as applicable). After adding the Revolving Commitment or the term loan commitment (or both, as applicable) of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to the Administrative Agent this Agreement (and each Lender if requested by acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Administrative Agent Outstanding Revolving Loans, Swing Line Loans and Letters of Credit on the one hand, or such Lenders. the Outstanding term loans on the other (iii) Any or both, as applicable), will change in accordance with its pro rata share of the increased Revolving Commitments or term loan commitments (or both, as applicable). Unless and until the total Revolving Commitments and/or term loan commitments have been increased in accordance with this §2.9, Borrower shall have not be permitted any disbursement beyond the option, by agreement with any Lender amount of the Commitments in effect immediately prior to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankproposed increase.

Increase in Commitments. At any time the Borrower may, on the terms set forth below, request that the Aggregate Commitments hereunder be increased; provided, that (i) WPZ the Aggregate Commitments hereunder at no time shall have the optionexceed $750,000,000, without the consent (ii) each such request shall be in a minimum amount of the Lendersat least $10,000,000 and in increments of $5,000,000 in excess thereof, from time to time to cause one or more increases (iii) an increase in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to hereunder may only be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, made at a time when no Default or Event of Default shall have occurred hereunder and be continuing, and (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (Civ) no Lender’s Commitment shall be increased under this Section 2.16 without its consent. In the event of such a requested increase in the Aggregate Commitment, any financial institution which the Borrower invites to become a Lender or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrower; provided that if such financial institution is not an existing Lender’s consent, (Dx) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such financial institution’s becoming a Lender if such consent would be required under Section 10.06(b) for an assignment of Revolving Loans to such Person and executed by WPZ, (y) such financial institution shall not be any Person prohibited from taking an assignment of Revolving Loans pursuant to Section 10.06(b)(v). In the Administrative Agent, event that the New Lenders, if any, Borrower and one or more of the Lenders increasing their Commitments, if any, and which (or other financial institutions) shall indicate the amount and allocation of agree upon such an increase in the Aggregate Commitments and (i) the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to Borrower, the Administrative Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Agreement setting forth the amounts of the applicable commitment increase agreement Commitments, as so increased, providing that the financial institutions extending new Commitments shall be a “Lender” Lenders for all purposes under this Agreement on Agreement, and setting forth such additional provisions as the applicable Increase Effective Date. The Borrowers Administrative Agent shall borrow consider reasonably appropriate to effectuate the provisions of this Section 2.16 and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As the Borrower shall furnish, if requested, a condition precedent new Note to each increase pursuant to subsection (c)(i) financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as upon satisfaction of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner conditions as the Administrative Agent may reasonably require evidencing specify upon the identityrequest of the financial institutions that are extending new Commitments (including, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementwithout limitation, and such documents and certifications as the Administrative Agent may reasonably require administering the reallocation of any outstanding Revolving Loans ratably among the Lenders after giving effect to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to each such increase agreementin the Aggregate Commitments, addressed to and the Administrative Agent delivery of certificates, evidence of corporate authority and each Lender if requested by legal opinions on behalf of the Administrative Agent or such Lenders. (iii) Any Borrower Borrower), this Agreement shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease be deemed to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankamended accordingly.

Increase in Commitments. (ia) WPZ At any time prior to the Business Day immediately preceding the Maturity Date, the Borrower shall have the optionright, without in consultation and coordination with the consent of Agent, to request (by written notice to the LendersAgent), from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval amount of the Administrative Agent Term Loan Commitments (each such increase, “Term Loan Commitment Increase”); provided that; (i) at the time of any such request and upon the effectiveness of any Incremental Amendment (as defined below) referred to below and the Issuing Banks (date that such approval not to be unreasonably withheld)Term Loan Commitment Increase becomes effective, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increasecase may be, no Default or Event of Default shall have occurred hereunder and be continuingcontinuing or would result therefrom; (ii) all representations and warranties contained in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date that such Term Loan Commitment Increase becomes effective, as the case may be (Bexcept that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) no on such increase date, except that any representation and warranty which by its terms is made as of a specified date shall cause be required to be true and correct only as of such specified date; (iii) the Aggregate Commitments Borrower shall be in pro forma compliance with the covenants in Section 6.12; (iv) each Term Loan Commitment Increase shall be in a combined minimum principal amount of $5,000,000; (v) the aggregate amount of all Term Loan Commitment Increases pursuant to this Section 2.15 shall not exceed $2,400,000,000100,000,000 for a total aggregate Term Loan Commitment Amount of not more than $250,000,000.00; and (vi) the Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of each of the preceding clauses (Ci) - (vi). (b) Each notice from Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Term Loan Commitment Increase. (c) Term Loan Commitment Increases may be provided, by any existing Lender or by any other Eligible Assignee (any such other bank or other financial institution being called an “Additional Lender”), provided that no Lender’s Commitment existing Lender shall be increased without obligated to provide any Term Loan Commitment Increase, unless it so agrees in its sole discretion. Commitments in respect of Term Loan Commitment Increases shall become Commitments (or in the case to be provided by an existing Lender, an increase in such Lender’s consentapplicable Commitment) under this Agreement pursuant to an amendment (each, (Dan “Incremental Amendment”) such increase shall not result in to this Agreement and, as appropriate, the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and other Loan Documents, executed by WPZthe Borrower, the Administrative Agenteach existing Lender agreeing to provide such Commitment, the New Lendersif any, each Additional Lender, if any, and Lenders increasing their Commitmentsthe Agent. The Incremental Amendment may, if anywithout the consent of any other Lenders, effect such amendments to this Agreement and which shall indicate the amount and allocation of such increase other Credit Documents as may be necessary or appropriate, in the Aggregate Commitments reasonable opinion of the Agent and the effective date Borrower, to effect the provisions of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section2.15. (iid) As a condition precedent The effectiveness of any Incremental Amendment shall be subject to each increase pursuant to subsection (c)(ii) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following delivery of an acknowledgement in form and substance reasonably satisfactory to the Administrative Agent: Agent and executed by each Guarantor acknowledging that such Term Loan Commitment Increases shall constitute (Aand be included in the definition of) a certificate dated as “Obligations” under each Guaranty of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred Guarantor and been complied with and that, before and after giving effect to such increase, (1ii) the representations and warranties (other than Added L/C Representations) contained in this Agreement and delivery by the other Credit Parties of such technical amendments, modifications and/or supplements to the respective Loan Documents as are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersto ensure that the Incremental Term Loans (and related Obligations) and are entitled to the benefits of, the relevant Loan Documents. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have the Borrower may, at its option, without the consent of the Lenders, at any time or from time to time prior to cause one or more increases in the Aggregate Revolving Facility Termination Date, increase the Total Commitments by adding, subject up to the prior approval of the Administrative Agent and the Issuing Banks (such approval $190,000,000 to an aggregate principal amount not to be unreasonably withheld), exceed $400,000,000 by requesting the existing Lenders or new lenders to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders commit to increase their respective Commitmentsany such increase; provided however that: (Aa) prior no Lender shall be required to commit to any such increase; (b) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (i) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects, except to the extent that such representations and warranties specifically refer expressly relate to an earlier datetime, in which case they such representations and warranties were true and correct in all material respects as of such earlier datetime, provided, that, to the extent any such representation and warranty is already qualified by materiality or by reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (2iii) Administrative Agent shall have received a certificate from Borrower to the effect of (i) and (ii) of clause (b); and (c) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions new lender shall become a Lender pursuant to this Section 2.21 unless Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other action, incumbency certificates and/or other certificates fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increase in the Commitments shall become effective on the date (the “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than five (5) Business Days prior to effective date of a Responsible Officer such notice specifying the amount of the General Partner as increase and the Administrative Agent may reasonably require evidencing the identity, authority and capacity effective date thereof. Each new lender that provides any part of such Responsible Officer thereof authorized to act as increase in the Commitments (a Responsible Officer “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in connection with the form of Exhibit E, whereupon such increase agreement, New Lender shall become a Lender for all purposes and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent same extent as if originally a party hereto and each Lender if requested shall be bound by and entitled to the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, benefits of this Agreement. Unless otherwise agreed by agreement with any Lender to (A) after consultation with the Administrative Agent, cause on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender to become if (i) each such Type or cease Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be an Issuing Bank under this Agreement so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankrelevant Lender).

Increase in Commitments. (ia) WPZ Subject to the terms and conditions set forth herein, Borrower shall have the optionright, without the consent of the Lenders, the Agent or the L/C Issuer, to cause from time to time to cause one or more increases an increase in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to exceed the Borrowing Base in effect on, or determined as of, the date Borrower requests to be unreasonably withheld)the effective date of such increase (each, a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions or other lenders that are not already Lenders hereunder (which shall be subject to the same consents required under Section 11.06(b)(iii) as Lenders if such financial institution or other lender was a proposed assignee thereunder) (collectivelyeach a “CI Lender”), the “New Lenders”) or by allowing one or more existing Lenders to increase their respective Commitments; provided however that: provided, however, that (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be which is continuing, (Bii) no such increase Commitment Increase shall cause the Aggregate Commitments to exceed $2,400,000,000the Maximum Facility Amount, (Ciii) no Lender’s Commitment shall be increased without such Lender’s consent, prior written consent (Dwhich consent may be given or withheld in such Lender’s sole and absolute discretion) such increase shall not result in the increase of any Borrower Sublimit and (Eiv) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZif, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and on the effective date of such increase increase, any Loans have been funded, then Borrower shall be obligated to pay amounts due under Section 3.05 in connection with the reallocation of such outstanding Loans. (b) Borrower shall offer the Commitment Increase as follows: first, to each existing Lender pro rata in accordance with its Commitment; second, to the extent not satisfied by clause first, to existing Lenders that agreed to take their pro rata share of the Commitment Increase and third, to the extent not satisfied by clauses first and second, to CI Lenders. CREDIT AGREEMENT – Page 44 (c) Upon the Agent’s receipt of a fully-executed written notice in substantially the form of Exhibit J attached hereto or in such other form acceptable to the Agent (a “Notice of Commitment Increase”), such Notice of Commitment Increase and the Commitment Increase described therein shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Agent, Borrower, and the relevant increasing Lenders and CI Lenders (such date referred to as the “Commitment Increase Effective Date”). Each financial institution . (d) On each Commitment Increase Effective Date, to the extent that becomes a there are Loans outstanding as of such date (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to Borrower pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable such Commitment Increase Effective Date. The Borrowers , (ii) the Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall borrow constitute a prepayment by Borrower pursuant to Section 2.04, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender (but such prepayment shall not be subject to the requirements of Section 2.04), and prepay (iii) Borrower shall be responsible to pay to each Lender any amounts due under Section 3.05 in connection with the reallocation of any outstanding Loans. (e) For purposes of this Section 2.16, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s Commitment increase or a CI Lender’s Commitment (as applicable) represented as a percentage of the Aggregate Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans on each immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (and pay without regard to any additional amounts required pursuant to Section 2.16) to increase in the extent necessary to keep the outstanding aggregate principal amount of Loans as a result of each Lender ratable with such Lender’s revised Applicable Percentage borrowings made after giving effect to any nonratable the Commitment Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase in its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and be reduced after giving effect to such increase, Commitment Increase; and (13) “Reduction Amount” means the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitment Increase). (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ During the Revolving Credit Period, the Borrower may on one or more occasions, by written notice to the Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement executed by the Borrower and one or more financial institutions as (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause Commitments to be made available by the Augmenting Lenders (collectivelyor cause the Commitments of the Augmenting Lenders to be increased, as the case may be) in an amount for each Augmenting Lender set forth in such notice; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $500,000,000, (ii) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and (iii) each Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Commitments (which shall be the lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. Increases and new Commitments created pursuant to this Section 2.10(a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section 2.10(a). Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.10(a) unless, (i) on the date of such increase, the “New Lenders”conditions set forth in Sections 3.02(b) or by allowing one or more Lenders to increase their respective Commitments; provided however that: and 3.02(d) (A) prior to and after without giving effect to the increase, no Default or Event of Default parenthetical in Section 3.02(d)) shall be satisfied (as though a Borrowing were being made on such date) and the Agent shall have occurred hereunder and be continuing, (B) no received a certificate to that effect dated such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent date and executed by WPZ, a Responsible Financial Officer of the Administrative Agent, the New Lenders, if anyBorrower, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection the Agent shall have received (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following Agent reasonably in form advance of such date) documents consistent with those delivered under Sections 3.01(c) and substance reasonably satisfactory 3.01(d) as to the Administrative Agent: (A) a certificate dated as corporate power and authority of the Increase Effective Date, signed by a Responsible Officer Borrower to borrow hereunder and as to the enforceability of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and Agreement after giving effect to such increase. (b) At the time that any increase in the total Commitments pursuant to Section 2.10(a) (a “Commitment Increase”) becomes effective, if any Committed Loans are outstanding, the Borrower shall prepay in accordance with Section 2.14 the aggregate principal amount of all Committed Loans outstanding (1the “Initial Loans”); provided that (i) the representations and warranties (other than Added L/C Representations) contained nothing in this Agreement Section shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Borrowings hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required to the other Loan Documents are true extent that, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase. (c) At the time that any Commitment Increase becomes effective, if any Letters of Credit or Swingline Loans issued or made, as applicable, hereunder remain outstanding, each Lender's participation in such Letters of Credit and correct Swingline Loans will be adjusted in all material respects on and as of the Increase Effective Date accordance with such Lender's Applicable Percentage, after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitment Increase. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. At any time the Borrower may, on the terms set forth below, request that the Aggregate Commitments hereunder be increased; provided, that (i) WPZ the Aggregate Commitments hereunder at no time shall have exceed $750,000,000, (ii) the optionCombined Commitments at no time shall exceed $1,500,000,000, without the consent (iii) each such request shall be in a minimum amount of the Lendersat least $10,000,000 and in increments of $5,000,000 in excess thereof, from time to time to cause one or more increases (iv) an increase in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to hereunder may only be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, made at a time when no Default or Event of Default shall have occurred hereunder and be continuing, and (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (Cv) no Lender’s Commitment shall be increased under this Section 2.16 without its consent. In the event of such a requested increase in the Aggregate Commitment, any financial institution which the Borrower invites to become a Lender or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrower; provided that if such financial institution is not an existing Lender’s consent, (Dx) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such financial institution’s becoming a Lender if such consent would be required under Section 10.06(b) for an assignment of Loans to such Person and executed by WPZ, (y) such financial institution shall not be any Person prohibited from taking an assignment of Loans pursuant to Section 10.06(b)(v). In the Administrative Agent, event that the New Lenders, if any, Borrower and one or more of the Lenders increasing their Commitments, if any, and which (or other financial institutions) shall indicate the amount and allocation of agree upon such an increase in the Aggregate Commitments and (i) the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to Borrower, the Administrative Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Agreement setting forth the amounts of the applicable commitment increase agreement Commitments, as so increased, providing that the financial institutions extending new Commitments shall be a “Lender” Lenders for all purposes under this Agreement on Agreement, and setting forth such additional provisions as the applicable Increase Effective Date. The Borrowers Administrative Agent shall borrow consider reasonably appropriate to effectuate the provisions of this Section 2.16 and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As the Borrower shall furnish, if requested, a condition precedent new Note to each increase pursuant to subsection (c)(i) financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as upon satisfaction of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner conditions as the Administrative Agent may reasonably require evidencing specify upon the identityrequest of the financial institutions that are extending new Commitments (including, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementwithout limitation, and such documents and certifications as the Administrative Agent may reasonably require administering the reallocation of any outstanding Loans ratably among the Lenders after giving effect to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to each such increase agreementin the Aggregate Commitments, addressed to and the Administrative Agent delivery of certificates, evidence of corporate authority and each Lender if requested by legal opinions on behalf of the Administrative Agent or such Lenders. (iii) Any Borrower Borrower), this Agreement shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease be deemed to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankamended accordingly.

Increase in Commitments. (i) WPZ shall have the The Borrower may, at its option, without the consent of the Lenders, at any time or from time to time to cause one or more increases in the Aggregate Commitments by adding, subject prior to the prior approval of Extended Termination Date, increase the Administrative Agent Total Commitments (each such increase, a “Commitment Increase” and the Issuing Banks (additional Commitments pursuant to each such approval Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders exceed $175,000,000200,000,000 (collectively, with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “New LendersMinimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by allowing one requesting that existing Lenders or more Lenders new lenders commit to increase their respective Commitmentsany such increase; provided however that: (Ai) prior no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect to the increase, thereto (A) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by any Loan Party in this Agreement and or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaserespects, except provided, that, to the extent that any such representations representation and warranties specifically refer warranty is already qualified by materiality or reference to an earlier dateMaterial Adverse Effect, in which case they were such representation shall be true and correct in all material respects as of such earlier date, and (2C) no Default or Event the Administrative Agent shall have received a certificate from the Borrower to the effect of Default exists (A) and is continuing; (B) of this clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as lender is an Eligible Assignee and the Administrative Agent may reasonably require evidencing shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, Borrower and such documents and certifications as lenders may agree. Each Commitment Increase shall become effective on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and date (each such date, an “Increased Facility Closing Date”) specified in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each Lender if requested of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Administrative Agent or Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Lenders. Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) Any Borrower each Incremental Lender that is a New Lender shall have the option, by agreement with any become a Lender to (A) after consultation in accordance with the Administrative Agent, cause such Lender immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to become or cease to be an Issuing Bank under this Agreement the terms and (B) increase or decrease conditions of the Letter of Credit Commitment of any Lender as an Issuing BankRevolving Loans and Extended Commitments.

Increase in Commitments. Sections 4.09 (ia) WPZ and (b) are hereby amended in their entirety to read as follows: (a) The US Borrower shall have the optionright (in consultation with the Administrative Agent), without the consent of any of the Lenders, to cause from time to time to cause one or more increases an increase in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), adding to this Agreement one or more financial institutions as additional Eligible Assignees to become Lenders (collectively, pursuant to a joinder agreement in form and substance reasonably satisfactory to the “New Lenders”) Administrative Agent and its counsel or by allowing one or more Lenders to increase their respective Commitments; provided however that: , provided, however, (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuingexist, (Bii) no such increase shall cause result in the Aggregate Commitments to exceed $2,400,000,000exceeding US$3,000,000,000, (Ciii) no such increase shall be in an amount less than US$50,000,000, and (iv) no Lender’s Commitment shall be increased without such Lender’s consent. (b) If the Aggregate Commitments are increased in accordance with this Section, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which US Borrower shall indicate the amount and allocation of such increase in the Aggregate Commitments and determine the effective date of such increase (the “Increase Effective Date”)) and the final allocation of such increase. Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the The Administrative Agent shall promptly notify the US Borrower and the Lenders of the applicable commitment final allocation of such increase agreement shall be a “Lender” for all purposes under this Agreement on and the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovesuch increase, WPZ the US Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) Agent a certificate of the US Borrower, if the Aggregate US Commitments are being increased, and/or the Canadian Borrowers, if the Aggregate Canadian Commitments are being increased, and each Guarantor dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the General Partner resolutions (or governing board minutes) adopted by such Loan Party authorizing such increase, and (ii) in the case of each certificate from a Borrower, certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and (2B) no Default or Event of Default exists exists. The US Borrower shall prepay any US Committed Loans outstanding on the Increase Effective Date (and is continuing; (Bpay any additional amounts required pursuant to Section 5.05) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by extent necessary to keep the Administrative Agent or such Lenders. (iii) Any outstanding US Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the US Commitments under this Section. Each Canadian Borrower shall have prepay any Canadian Committed Loans owing by it and outstanding on the option, by agreement Increase Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep the outstanding Canadian Committed Loans ratable with any Lender to (A) after consultation with revised Pro Rata Shares arising from any nonratable increase in the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank Canadian Commitments under this Section.” § 2.3. Schedule 2.01. Schedule 2.01 attached hereto immediately prior to the signature pages (“Schedule 2.01”) is a part of this Amendment for all purposes. Section 2.01 to the Original Agreement is hereby deleted and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankSchedule 2.01 attached hereto is substituted therefore.

Increase in Commitments. (a) At any time and from time to time prior to the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender), request that one or more Persons (which may include the then-existing Lenders) (A) offer to increase their Revolving Credit Commitments or to make additional Revolving Credit Commitments (if they are not already Lenders) (such increased and/or additional Revolving Credit Commitments being a “Revolving Credit Commitment Increase”) or (B) enter into one or more tranches of term loans (such additional term loans being an “Incremental Term Loan” and together with any Revolving Credit Commitment Increases, a “Commitment Increase”) under this paragraph (a), it being understood that (x) if such offer is to be made by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld) and (y) the Company may agree to accept less than the amount of any Commitment Increase so requested; provided that the minimum aggregate principal amount accepted shall equal the lesser of (i) WPZ $10,000,000 or (ii) the offered Commitment Increase. The minimum aggregate principal amount of any Commitment Increase shall have be $10,000,000 (or such lesser amount as may be agreed by the optionAdministrative Agent). In no event shall the aggregate amount of all Commitment Increases pursuant to this paragraph (a) exceed $250,000,000. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend Revolving Credit Commitments, increase their existing Revolving Credit Commitments or provide Incremental Term Loans in an aggregate amount equal to the amount of the Commitment Increase. In the event that one or more of such Persons offer to increase or enter into such Revolving Credit Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Revolving Credit Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure (as applicable). The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may partially amortize prior to such date) and (c) shall be treated substantially the same hereunder as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (which pricing shall be deemed to include any upfront fees, original issue discount, arrangement fees and any similar fees in connection therewith) than the pricing applicable to the Revolving Loans and the Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of the any other Lenders, from time effect such amendments to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct as may be necessary or appropriate, in all material respects on and as the reasonable opinion of the Company and the Administrative Agent, to effect the provisions of this Section 2.09. Notwithstanding anything to the contrary set forth herein, the Agents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such an increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. (b) Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this Section 2.09 unless on the proposed date of the effectiveness of such Commitment Increase (i) the Administrative Agent shall have received a certificate dated such date and executed by a Financial Officer of the Company that the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall have been satisfied or waived by the Required Lenders and (ii) the Administrative Agent shall have received documents from the Borrower consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such increase, except to the extent Commitment Increase; provided that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates delivery of a Responsible certificate by a Financial Officer of the General Partner as Company certifying that the Administrative Agent may reasonably require evidencing resolutions entered into by the identity, authority Company and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, its Subsidiaries and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed delivered to the Administrative Agent pursuant to Section 4.01(d) are in full force and each Lender if requested by effect on the Administrative Agent date thereof and that such resolutions have not been modified, rescinded or such Lenders. amended shall be deemed sufficient evidence of power and authority to incur any Commitment Increase hereunder (iii) Any Borrower and any Loans thereunder). Nothing contained in this Section 2.09 shall have constitute, or otherwise be deemed to be, a commitment on the option, by agreement with part of any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of its Revolving Credit Commitment of hereunder, or provide Incremental Term Loans, at any Lender as an Issuing Banktime.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the LendersThe Borrower at its option may, from time to time time, seek to cause (i) request one or more increases in the Aggregate Commitments by addingterm loans (each an “Incremental Term Loan” and, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New LendersIncremental Term Loans”) or and/or (ii) increase the aggregate Revolving Loan Commitments (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by allowing one or more Lenders up to increase their respective Commitments; provided however that: an aggregate amount of $1,000,000,000 upon at least three (A3) Business Days’ prior to and after giving effect written notice to the increaseAdministrative Agent, which notice shall specify the amount of any such Incremental Facility (which shall be in a minimum amount of $25,000,000 and in multiples of $5,000,000 in excess thereof (or such lesser amount and/or increments to which the Administrative Agent may agree)) and shall certify that no Default or Event of Default shall have has occurred hereunder and is continuing. After delivery of such notice, the Borrower, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be continuing, (B) no such increase shall cause the Aggregate Commitments declined by any Lender in its sole discretion and any Lender which does not respond to exceed $2,400,000,000, (C) no Lender’s Commitment a request to extend an Incremental Facility shall be increased without such Lender’s consent, (Ddeemed to have declined to do so) such increase shall not result in on either a ratable basis to the increase of any Borrower Sublimit and (E) such increase shall be evidenced by Lenders or on a commitment increase agreement in form and substance non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase Issuing Banks (in the Aggregate Commitments case of an Incremental Revolving Commitment) and the Borrower. No Incremental Facility shall become effective date of until the existing or new Lenders extending such increase (Incremental Facility and the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower shall have delivered to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following document in form and substance reasonably satisfactory to the Administrative Agent: Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a commitment in respect of such Incremental Facility agrees to the amount of its portion of the Incremental Facility, (ii) any such new lender providing a commitment in respect of such Incremental Facility agrees to its portion of the Incremental Facility and agrees to assume and accept the obligations and rights of a Revolving Lender and/or Term Loan Lender hereunder, as applicable, (iii) the Borrower accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in subsection 4.02 are satisfied. The terms Table of Contents of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms applicable to Term Loans hereunder, except that (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of Borrower and the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in Administrative Agent may amend this Agreement and the other Loan Documents are true to implement such mechanical and correct conforming changes as the Borrower and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Term Loan Maturity Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the latest Term Loan Maturity Date. Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in all material respects on each case without the need to obtain the consent of any other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Increase Effective Date Administrative Agent and the Borrower, to give effect to the provisions of this subsection 2.10. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. Upon the effectiveness of any Incremental Revolving Commitment pursuant hereto, (i) each Revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing Revolving Lenders, and the existing Revolving Lenders shall be deemed to have made an assignment at par to each new or existing Revolving Lender accepting a new or increased Revolving Loan Commitment, of an interest in each then outstanding Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the credit exposure to the Borrower hereunder in respect of Swing Line Loans and Letters of Credit of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such increaseassignments and adjustments, except all credit exposure to the extent that Borrower hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Loan Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Revolving Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such representations and warranties specifically refer principal amount. Payments received by assigning Revolving Lenders pursuant to an earlier datethis subsection 2.10 in respect of the principal amount of any Eurodollar Loan shall, in which case they were true and correct in all material respects as for purposes of subsection 2.6D, be deemed prepayments of such earlier dateLoan. Any Incremental Facility pursuant to this subsection 2.10 shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documents as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer request. Notwithstanding anything in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed subsection 10.6 or elsewhere herein to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the optioncontrary, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment no consent of any Lender as an Issuing Bank(other than the Lenders agreeing to new or increased commitments) shall be required for any Incremental Facility provided or Loan made pursuant to this subsection 2.10. This subsection 2.10 shall supersede any provisions in subsections 10.1B, 10.5 or 10.6 to the contrary. In no event shall any Incremental Facility established pursuant to this subsection 2.10 result in the sum of the Total Utilization of Revolving Loan Commitments plus the aggregate amount of undrawn Revolving Loan Commitments plus the aggregate amount of all Term Loans and Incremental Term Loans made hereunder exceed $3,720,000,000.

Increase in Commitments. (ia) WPZ shall have So long as (x) no Default exists or would exist after giving effect to the option, without the consent making of the LendersIncremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Administrative Agent, Borrower may from time to time (but only after the completion of the syndication of the Commitments and Loans (within the meaning of the Fee Letter) request additional term loans (the "INCREMENTAL TERM LOANS" and the related commitments, the "INCREMENTAL TERM LOAN COMMITMENTS") and/or additional revolving loans (the "INCREMENTAL REVOLVING LOANS" and the related commitments, the "INCREMENTAL REVOLVING LOAN COMMITMENTS") in an aggregate principal amount not to cause one exceed $75,000,000; provided that any such increase shall be in an aggregate amount of $25,000,000 or more increases any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Aggregate Commitments by addingIncremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, subject in its sole discretion, to provide such loans and commitments. To the extent the existing Lenders decline to agree to provide or do not affirmatively agree to provide within 10 Business Days of such request any portion of an Incremental Term Loan or an Incremental Revolving Loan and the related commitments, the Borrower may seek such Incremental Term Loan or Incremental Revolving Loan from any bank or financial institution that would qualify as an Eligible Assignee. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as Term Loans existing immediately prior to the prior approval effectiveness of the amendment creating such Incremental Term Loans; provided that (x) if the interest rate spreads relating to such new Incremental Term Loans exceed the Applicable Rate at any pricing level for the Term Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Term Loans) by more than 25 basis points, then the Applicable Rate for the Term Loans shall be adjusted to be equal to such interest rate spreads, (y) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, and (z) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans. Any Term Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an "INCREMENTAL TERM LENDER") shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an "INCREMENTAL FACILITY AMENDMENT") to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Issuing Banks Lead Arranger. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of the amendment creating such approval not Incremental Revolving Loans; provided that (x) if the interest rate spreads relating to such new Incremental Revolving Loans exceed the Applicable Rate at any pricing level for the Revolving Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Revolving Loans) by more than 25 basis points, then the Applicable Rate and unused commitment fees for the Revolving Loans shall be adjusted to be unreasonably withheld)equal to such interest rate spreads, and (y) the Incremental Revolving Loans shall not have a final maturity date earlier than the applicable maturity date of the Revolving Loans and commitments thereunder may not be terminated prior to the date that all Revolving Credit Commitments hereunder are terminated. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an "INCREMENTAL REVOLVING LENDER") shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increasemodifications permitted by this Section 2.21 and, no Default or Event of Default shall have occurred hereunder as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and be continuingthe Administrative Agent, (B) no such increase shall cause the Aggregate Commitments and to exceed $2,400,000,000any other documentation, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit each case on terms and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable documentation satisfactory to the Administrative Agent and executed by WPZ, the Administrative Agent, Lead Arranger. To the New Lenders, if any, and Lenders increasing their extent an Incremental Facility Amendment is entered into to increase the Revolving Credit Commitments with respect to an existing Class of Revolving Credit Commitments, if any, and which shall indicate then each of the amount and allocation Revolving Lenders of such increase in Class having a Revolving Credit Commitment of such Class prior to such effective date of such Incremental Facility Amendment (the Aggregate Commitments "PRE-INCREASE REVOLVING LENDERS OF SUCH CLASS" and the effective date of such increase (Incremental Facility Amendment, the “"INCREASE EFFECTIVE DATE") shall assign on the Increase Effective Date”). Each financial institution that becomes a New , and such Incremental Revolving Lenders of such Class shall purchase from each Pre-Increase Revolving Lender pursuant to this Section by of such Class, at the execution principal amount thereof, such interests in the Revolving Loans of such Class and, if such Class is the Multicurrency Revolving Credit Commitments, participation interests in LC Exposure and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement Swingline Loans outstanding on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each such Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent as shall be necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to all such assignments and purchases, such Revolving Loans of such Class and participation interests in LC Exposure and Swingline Loans, if applicable, will be held by Pre-Increase Revolving Lenders of such Class and Incremental Revolving Lenders of such Class ratably in accordance with their Revolving Commitments of such Class after giving effect to such increased Revolving Commitments of such Class. An Incremental Facility Amendment may, without the consent of any nonratable increase other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Aggregate Commitments under opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.21. (iib) If any Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are made in accordance with this Section 2.21, the Administrative Agent and Borrower shall determine the effective date (each, an "INCREMENTAL FACILITY EFFECTIVE DATE") and the final allocation of such increase. The Administrative Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Incremental Facility Effective Date. As a condition precedent to each increase pursuant to subsection (c)(i) abovesuch increase, WPZ Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) Agent a certificate of Borrower dated as of the Increase Incremental Facility Effective Date, Date signed by a Responsible Financial Officer of Borrower (i) certifying and attaching (A) the General Partner certifying that each of the conditions resolutions adopted by Borrower approving or consenting to such increase and (B) a certificate demonstrating pro forma compliance with the Financial Covenants as set forth in this Section 2.01(c2.21(a) shall have occurred and been complied with and (ii) certifying that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained set forth in this Agreement Article III and the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Incremental Facility Effective Date after giving effect (unless expressly stated to such increase, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they were such representations and warranties shall be true and correct in all material respects as of such earlier date), and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease no Default shall have occurred and be continuing. (c) Borrower shall use the Letter of Credit Commitment proceeds of any Lender as an Issuing BankIncremental Term Loans and Incremental Revolving Loans for general corporate purposes (including to finance Permitted Acquisitions). (d) This Section 2.21 shall supersede any provisions in Section 9.08 to the contrary.