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.

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 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 new commitment increase agreement in form and substance reasonably acceptable satisfactory 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 Sectionits counsel.

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 necessary such Incremental Commitments are permitted to keep be incurred under such clause. Upon the outstanding Loans 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 ratable with (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’s revised Applicable Percentage after giving effect ”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to any nonratable increase in the Aggregate Commitments under this Sectionapproval 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.

Increase in Commitments. (ia) WPZ Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall have the option, without the consent of promptly notify the Lenders), the Borrower may from time to time to cause one or more increases after the Closing Date request an increase in the Aggregate aggregate amount of the Commitments by addingan amount (for all such requests) not exceeding $100,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and (ii) the Borrower may make a maximum of three such requests. Any such increase in the aggregate Commitments may be provided by any Lender willing to participate in any such increase (each such Lender, a “Participating Lender”), or, subject to the prior approval of the Administrative Agent and Agent, Eligible Assignees designated by the Issuing Banks Borrower that are willing to participate in such increase (such approval not to be unreasonably withheld)each, to this Agreement one or more financial institutions as Lenders (collectively, the an “New LendersIncreasing Lender”) or by allowing one or more and to become Lenders pursuant 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 “Joinder Agreement,” in form and substance reasonably acceptable satisfactory to the Administrative Agent and executed by WPZ, the Administrative Agent, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower shall indicate determine (i) the amount and final allocation of such increase in among the Aggregate Commitments Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same, and (ii) the effective date of such increase (the “Increase Effective Date”)) of any such increase. Each financial institution that becomes Nothing contained herein shall constitute, or otherwise be deemed to be, 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 part of any additional amounts required pursuant Lender 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 Sectionits Commitment hereunder.

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 or more financial institutions as Lenders become effective (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 which shall not result in be less than 15 days nor more than 60 days after the increase date of any Borrower Sublimit and (E) such increase shall be evidenced notice, unless otherwise agreed to by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, ) and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from 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 Term Loans (the “Increase Effective DateOther Term Loans”). 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.

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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided, further, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000, be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from Borrower to the effect of sub-clauses (A) and (B) of clause (iii); and (iv) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent and each Issuing Lender 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 increased without entitled to pay upfront or other fees to such Lender’s consent, (D) lenders who extend credit pursuant to this Section 2.21 as the Borrower and such increase shall not result lenders may agree. Such increases in the increase of any Borrower Sublimit and Commitments shall become effective on the date (Eeach such date, an “Increased Facility Closing Date”) such increase shall be evidenced by a commitment increase agreement specified in form and substance reasonably acceptable an activation notice delivered 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 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 “Increase Effective Date”Administrative Agent in its sole discretion). Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” 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, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under this Agreement 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 if (x) each such Type or 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 so borrowed or effected had been proportionately increased, and, if applicable Increase Effective Datein connection with such increased Commitments, Borrower shall pay all amounts due under Section 2.17. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Relevant Rate applicable to any additional amounts required Term Benchmark Loan borrowed pursuant to Section 2.16) the preceding sentence shall equal the Relevant Rate then applicable to the extent necessary to keep the outstanding Term Benchmark Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase the other Lenders in the Aggregate Commitments under this Sectionsame Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

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, 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 SectionBorrower.

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 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 shall be equal to at least $5,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval corresponding 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, as the case may be, and (iii) the aggregate of all such Commitment Increases shall not exceed $50,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.16 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 2.16 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 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 or any Lender pursuant to this Section by the execution and delivery advance or to commit to advance any credit to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” Borrower or to arrange 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 other Person to Section 2.16) advance or to commit to advance any credit 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 SectionBorrower.

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.the

Increase in Commitments. (ia) WPZ Subject to the terms and conditions set forth herein, APA shall have the option, without the consent of the Lenders, right 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 Lenders by up to US$500,000,000 in the Issuing Banks aggregate (such approval not to be unreasonably withheld), a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions as that are not already Lenders hereunder and that are consented to by the Administrative Agent (collectively, the “New Lenders”which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective CommitmentsCommitments (each a “CI Lender”); provided provided, however that: that (Ai) prior to at the time of, and after giving effect to to, the increaseCommitment 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 total amount of the Commitments to exceed $2,400,000,000US$2,300,000,000, (Ciii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s consentor such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (Div) 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 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 any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (the “v) each CI Lender shall execute a Notice of Commitment Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery deliver such executed notice 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 SectionAgent.

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 $2,400,000,0002,000,000,000, (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.

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) 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 (y) such increase financial institution shall not result be any Person prohibited from taking an assignment of Loans pursuant to Section 10.06(b)(v). In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the increase of any Borrower Sublimit and Aggregate Commitments (Ei) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Borrower, the Administrative Agent and executed by WPZeach 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 Commitments, as so increased, providing that the financial institutions extending new Commitments shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Administrative Agent shall consider reasonably appropriate to effectuate the provisions of this Section 2.16 and (ii) the Borrower shall furnish, if requested, a new Note to each 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, and upon satisfaction of such other conditions as the Administrative Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments (including, without limitation, the Administrative Agent, Agent administering the New Lenders, if any, and reallocation of any outstanding Loans ratably among the Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of after giving effect to each such increase in the Aggregate Commitments Commitments, and the effective date delivery of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution certificates, evidence of corporate authority and delivery to the Administrative Agent legal opinions on behalf of the applicable commitment increase agreement Borrower), this 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 deemed 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 Sectionbe amended accordingly.

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 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 be secured on a New Lender pursuant to this Section pari passu basis by the execution and delivery to same Collateral as that securing 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 Sectionexisting Facility.

Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request, without the consent of the Lenders, at any time and from time to time to cause one or more time, increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $25,000,000 in excess thereof. The Administrative Agent 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 Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) 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 Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. 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 continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, true and correct in all material respects (D) such increase shall not result except in the increase case of any Borrower Sublimit and (E) a representation or warranty qualified by materiality, in which case such increase representation or warranty shall be evidenced by a commitment increase agreement true and correct 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 all respects) on the effective date of such 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 “Increase Effective Date”)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 specifically and expressly permitted hereunder, and (z) 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 Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership or other necessary action taken by the Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Guarantor and general partner of the Borrower, 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 Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. Each financial institution that becomes a New Lender In connection with any increase in the aggregate amount of the Commitments pursuant to this Section by 2.17 any Lender becoming a party hereto shall (1) execute such documents and agreements as the execution Administrative Agent may reasonably request and delivery (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 of the applicable commitment increase agreement Agent, its name, address, tax identification number and/or such other information as shall be a necessary for the Administrative Agent to comply with “Lenderknow your customer” for all purposes under this Agreement on and anti-money laundering rules and regulations, including without limitation, 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 SectionPatriot Act.

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 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 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 same terms as those applicable to the prior approval corresponding 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, as the case may be, and (iii) the aggregate of all such Commitment Increases shall not exceed $20,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.16 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 2.16 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 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 or any Lender pursuant to this Section by the execution and delivery advance or to commit to advance any credit to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” Borrower or to arrange 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 other Person to Section 2.16) advance or to commit to advance any credit 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 SectionBorrower.

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 (such approval not Borrower 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 become a Lender in connection with a proposed Increase. Any Increase shall be increased without such Lender’s consent, (D) such increase shall not result in the increase an amount of any Borrower Sublimit at least $2,500,000 and (E) such increase shall be evidenced by a commitment increase agreement integral multiples of $100,000 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 Sectionexcess thereof.

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 minimum amount of $5,000,000, and (ii) the Lead Borrower may make a maximum of two (2) such requests during the term of this Agreement. Any such requested increase agreement in form and substance reasonably acceptable shall first be made available to GBFC LLC and, to the Administrative Agent and executed by WPZ, extent that (i) on or before the Administrative Agent, tenth (10th) Business Day following the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation 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 Aggregate Commitments 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 effective date of such increase Lead Borrower (the “Increase Effective Date”in its sole discretion). Each financial institution that becomes a New Lender pursuant ) to this Section by the execution and delivery issue commitments in an amount equal to the Administrative Agent amount 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 SectionTerm Loan Facility requested by the Lead Borrower and not accepted by GBFC LLC (each such increase by either means, a “Term Loan Facility Increase,” and each Person providing any portion of the Term Loan Facility Increase, an “Additional Commitment Lender”); provided, however, that (x) no Lender (including GBFC LLC) shall be obligated to provide any portion of a Term Loan Facility Increase and (y) no increase in the Term Loan Facility shall be permitted, except as provided and arranged above.

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, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, true and correct in all material respects (D) such increase shall not result except in the increase case of any Borrower Sublimit and (E) a representation or warranty qualified by materiality, in which case such increase representation or warranty shall be evidenced by a commitment increase agreement true and correct 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 all respects) on the effective date of such 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 accurate in all material respects on and as of such earlier date (except in the “Increase Effective Date”case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects)) and except for changes in factual circumstances specifically and expressly permitted hereunder or the other Loan Documents, and (z) 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 Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member, or other necessary 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), 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 such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. Each financial institution that becomes a New Lender In connection with any increase in the aggregate amount of the Commitments pursuant to this Section by the execution 2.8 any Lender becoming a party hereto shall execute such documents and delivery to agreements as the Administrative Agent may reasonably request. Any amendment hereto for such an increase shall only require the signatures of the applicable commitment increase agreement shall be a “Lender” for all purposes under Administrative Agent, Borrower and each Lender being added or increasing its commitment, provided, however, that if any such amendment additionally amends, supplements, restates or otherwise modifies any other term or provision of this Agreement on or the applicable Increase Effective Date. The Borrowers other Loan Documents, such amendment shall borrow and prepay Loans on each Increase Effective Date (and pay also include the signatures of any additional amounts Lenders (including, if required, the Requisite Lenders) as 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 Sectionhereunder.

Increase in Commitments. (i) WPZ shall have The Company may, at any time after the optionClosing Date by notice to the Administrative Agent, without the consent of the Lenders, from time to time to cause one or more increases propose an increase in the Aggregate total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by addinghaving a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), subject to in each case, with the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld, conditioned or delayed), 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 each Assuming Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender, (iii) the date on which such Commitment Increase is to be effective (a “Lender” for all purposes under this Agreement on the applicable Commitment Increase Effective Date. The Borrowers ”) (which shall borrow be a Business Day at least five Business Days after delivery of such notice and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) 30 days prior to the extent necessary Commitment Termination Date) and (iv) the Company’s election whether to keep increase the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect Foreign Currency Sublimit Dollar Amount as provided below. Each Commitment Increase shall be subject to any nonratable increase in the Aggregate Commitments under this Section.following additional conditions:

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.

Increase in Commitments. (ia) WPZ Subject to the terms and conditions set forth herein, Apache shall have the option, without the consent of the Lenders, right 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 Lenders by up to GBP175,000,000 in the Issuing Banks aggregate (such approval not to be unreasonably withheld), a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions as that are not already Lenders hereunder and that are consented to by the Administrative Agent (collectively, the “New Lenders”which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective CommitmentsCommitments (each a “CI Lender”); provided provided, however that: that (Ai) prior to at the time of, and after giving effect to to, the increaseCommitment 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 total amount of the Commitments to exceed $2,400,000,000GBP1,075,000,000, (Ciii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s consentor such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (Div) 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 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 any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (the “v) each CI Lender shall execute a Notice of Commitment Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery deliver such executed notice 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 SectionAgent.

Increase in Commitments. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount not in excess of the Incremental Cap; provided that (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 (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 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 request for an increase shall be evidenced by in a commitment increase agreement in form minimum amount of $10,000,000, and substance reasonably acceptable (ii) the Borrower may make a maximum of five (5) such requests. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and executed by WPZ, (ii) the Administrative Agent, identity of each Eligible Assignee to whom the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation Borrower proposes any portion of such increase in the Aggregate Commitments Incremental Facility be allocated and the effective date amounts of such increase (the “Increase Effective Date”)allocations. Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to shall notify the Administrative Agent within such time period (i) whether or not it agrees to provide an Incremental Term Commitment, and (ii) whether or not it agrees to provide an Incremental Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Percentage of the applicable commitment increase agreement such requested increase, as applicable. Any Lender not responding within such time period shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Datedeemed to have declined to provide an Incremental Term Commitment or an Incremental Revolving Commitment, as applicable. 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.a)

Increase in Commitments. (i) WPZ shall have The Borrower may, by written notice to the option, without the consent of the Lenders, Agent from time to time after the Closing Date, request that the aggregate Commitments be increased by an amount not to cause one or more increases in exceed the Aggregate Commitments Incremental Commitment Amount at such time by adding, subject delivering a request to the prior approval of the Administrative Agent and the Issuing Banks (such approval not Agent, who shall deliver a copy thereof 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: each Lender. Such notice shall set forth (A) prior to the amount of the requested increase in the aggregate Commitments (which shall be in minimum increments of U.S.$1,000,000 and after giving effect a minimum amount of U.S.$5,000,000 or equal to the increase, no Default or Event of Default shall have occurred hereunder and be continuingremaining Incremental Commitment Amount), (B) no the date on which such increase is requested to become effective (which shall cause not be less than 10 Business Days nor more than 60 days after the Aggregate Commitments date of such notice and which, in any event, must be on or prior to exceed $2,400,000,000the Maturity Date), and (C) no the Lenders who have agreed to increase their Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender’s ”) or one or more banks or other entities who have agreed to extend the Commitment by all or a portion of the offered amount (any such bank or other entity referred to in this clause (c) being called an “Augmenting Lender” and, together with the Increasing Lenders, the “Incremental Lenders”) in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender shall be increased without such Lender’s consent, subject to the approval of the Agent (D) such increase which approval 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 unreasonably withheld or delayed). Any increase in the Aggregate aggregate Commitments and may be made in an amount which is less than the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section requested by the execution and delivery Borrower if the Borrower is unable 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 arrange for, or chooses not 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 Sectionarrange for, Incremental Lenders.

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.

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 Commitmentsthe Administrative Agent. An Incremental Facility Amendment may, if anywithout the consent of any other Lenders, effect such amendments to this Agreement and which the other Loan Documents to the extent (but only to the extent) necessary to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall indicate be subject to the amount and allocation 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 increase in the Aggregate Commitments and Section 4.02 shall be deemed to refer to the effective date of such increase (the “Increase Effective Date”Incremental Facility Amendment). Each financial institution that becomes a New Lender pursuant to this The proceeds of any Incremental Term Facility or any Incremental Revolving Commitment will be used for working capital, capital expenditures, acquisitions and other general corporate purposes not in contravention of any Law or of any Loan Document. No Incremental Revolving Commitment shall increase the sublimit for Letters of Credit or Swing Line Loans without the consent of the L/C Issuer or the Swing Line Lender, as applicable. This Section by the execution and delivery shall supersede any provisions in Sections 2.13 or 10.01 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 Sectioncontrary.

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 $500,000,000600,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

Increase in Commitments. (a) Borrower Request. Borrower may by written notice to the Administrative Agent elect to request (i) WPZ shall have prior to the option, without the consent last day of the LendersRevolving Availability Period, from time an increase to time to cause one or more increases in the Aggregate Revolving Commitments by adding(each, subject to the prior approval of the Administrative Agent an “Incremental Revolving Increase” 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 Revolving Increases”) or by allowing and/or (ii) the establishment of one or more Lenders to increase their respective Commitmentstranches of term loans (each, an “Incremental Term Loan Facility” and collectively the “Incremental Term Loan Facilities”; provided however that: the Incremental Revolving Increases, together with the Incremental Term Loan Facilities, each an “Incremental Facility” and collectively the “Incremental Facilities”) in an amount not in excess of the Incremental Amount in the aggregate and not less than $10.0 million individually. Each such notice shall specify (A) prior to and after giving effect to the increasedate (each, no Default or Event of Default shall have occurred hereunder and be continuing, (Ban “Increase Effective Date”) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment on which Borrower proposes that an Incremental Facility shall be increased without such Lender’s consenteffective, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase which shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and executed by WPZ, (ii) 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 identity of each Lender ratable with or Eligible Assignee to whom Borrower proposes any portion of such Lender’s revised Applicable Percentage after giving effect Incremental Facility be allocated and the amounts of such allocations; provided, that, any existing Lender approached to provide all or a portion of any nonratable increase Incremental Facility may elect or decline, in the Aggregate Commitments under this Sectionits sole discretion, to provide all or any portion of any Incremental Facility.

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 the prior approval of the Administrative Agent and the Issuing Banks (such approval $70,000,000 to an aggregate principal amount not to be unreasonably withheld), exceed $200,000,000 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 Parent is in compliance with the Aggregate Commitments to exceed $2,400,000,000financial covenants set forth in Section 7.1, (C) no Lender’s Commitment each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be increased without true and correct in all material respects; provided that, to the extent any such Lender’s consentrepresentation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (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 shall have received a certificate from the Borrower to the effect of (A), (B) and executed by WPZ, the Administrative Agent, the New Lenders, if any, (C) of clause (ii); and Lenders increasing their Commitments, if any, and which (iii) no new lender 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 become a New Lender pursuant to this Section by 2.21 unless such lender is an Eligible Assignee and the execution Administrative Agent 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 Borrower and delivery 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 10 Business Days prior to effective date of such notice specifying the amount of the applicable commitment increase agreement shall be 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 the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under this Agreement 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 if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable Increase Effective Datein connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Adjusted LIBO Rate applicable to any additional amounts required Eurodollar Loan borrowed pursuant to Section 2.16) the preceding sentence shall equal the rate then applicable to the extent necessary to keep the outstanding Eurodollar Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase the other Lenders in the Aggregate Commitments under this Sectionsame Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, At any time and from time to time after the Closing Date, subject to cause the terms and conditions set forth herein, the Borrower Agent may, by notice to Agent, request to effect one or more increases in the Aggregate Commitments by addingof any Facility (an “Incremental Commitment”); provided, subject to that, at the prior approval time of each such request and upon the Administrative Agent and the Issuing Banks effectiveness of each Incremental Facility Amendment, (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”i) 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 continuingcontinuing or shall result therefrom (and Agent shall have received a certificate to that effect from Borrower Agent), (Bii) the US Commitments shall comprise no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, less than thirty-five percent (C35%) 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 Maximum Facility Amount after giving effect to such Incremental Commitments, (iii) except with respect to any nonratable increase in commitment, arrangement, upfront or similar fees that may be agreed to among the Aggregate Borrower Agent and the Additional Lenders, any Incremental Commitment shall be on the same terms and pursuant to the same documentation applicable to the existing Commitments under this Sectionthe applicable Facility, (iv) Borrower Agent shall have delivered or caused to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by Agent, and (v) all fees due and payable in connection with such Incremental Commitment shall have been paid in immediately available funds. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Commitments shall not at the time of incurrence of any such Incremental Commitments (and after giving effect to such incurrence) exceed $65,000,000. Each Incremental Commitment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrower Agent and Agent otherwise agree); provided, that, such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Commitments set forth above.

Increase in Commitments. (ia) WPZ Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall have the option, without the consent of promptly notify the Lenders), the Borrower may from time to time to cause one or more increases after the Closing Date request an increase in the Aggregate aggregate amount of the Commitments by addingan amount (for all such requests) not exceeding $75,000,000 in the aggregate; provided that any such request for an increase shall be in a minimum amount of $10,000,000. Any such increase in the aggregate Commitments may be provided by any Lender willing to participate in any such increase (each such Lender, a “Participating Lender”), or, subject to the prior approval of the Administrative Agent and Agent, Eligible Assignees designated by the Issuing Banks Borrower that are willing to participate in such increase (such approval not to be unreasonably withheld)each, to this Agreement one or more financial institutions as Lenders (collectively, the an “New LendersIncreasing Lender”) or by allowing one or more and to become Lenders pursuant 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 “Joinder Agreement,” in form and substance reasonably acceptable satisfactory to the Administrative Agent and executed by WPZ, the Administrative Agent, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower shall indicate determine (i) the amount and final allocation of such increase in among the Aggregate Commitments Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same, and (ii) the effective date of such increase (the “Increase Effective Date”)) of any such increase. Each financial institution that becomes Nothing contained herein shall constitute, or otherwise be deemed to be, 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 part of any additional amounts required pursuant Lender 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 Sectionits Commitment hereunder.

Increase in Commitments. (i) WPZ Borrowers shall have the optionright to request, without the consent of the Lendersnot more frequently than once per calendar quarter, from time to time to cause one or more increases in the Aggregate Commitments by addingproviding written notice to Administrative Agent; provided, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld)however, 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 that after giving effect to the increaseany such increases, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments shall not exceed One Billion Four Hundred Ten Million Dollars ($1,410,000,000). Each such increase in the Aggregate Commitments must be in an integral multiple of Twenty-Five Million Dollars ($25,000,000), and, as to exceed $2,400,000,000any new or increasing Lender, (C) no shall be allocated among the Revolving Loan Commitments and the Term Loan Commitments of such Lender in proportion to the aggregate amount of all Revolving Loan Commitments to the aggregate amount of all Term Loan Commitments existing immediately prior to such increase. Any property to be taken as Collateral in connection with any such increase in the Aggregate Commitments shall be subject to satisfaction of the conditions set forth in Section 9.30 and such property must be approved by the Required Lenders, which approval may be granted or withheld in each Required Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit sole 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 absolute discretion. Administrative Agent, in consultation with Borrowers, shall manage all aspects of the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation syndication of such increase in the Aggregate 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 Aggregate 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. Effecting the increase of the Aggregate 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 Potential Default shall be in existence on the effective date of such increase; (ii) except as disclosed to Administrative Agent in writing, the representations and warranties made by Borrowers and Guarantor in any Loan Document shall be true or correct in all material respects on the effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties must be true and correct in all material respects on such earlier date; (iii) Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to Administrative Agent: (A) such agreements, amendments, promissory notes, documents, certificates and instruments as Administrative Agent shall reasonably require to evidence the increase in the Commitments; (B) an acknowledgement and ratification by Guarantor of its obligations under the “Increase Effective Date”)Guaranty; (C) a customary opinion of counsel to Borrowers and Guarantor, and addressed to Administrative Agent and the Lenders covering such matters as reasonably requested by Administrative Agent; and (D) endorsements to the Title Policies dating down the effective date of such Title Policies and increasing such Title Policies by the amount of such increase in the Commitments. Each financial institution that becomes a New Lender In connection with any increase in the aggregate amount of the Commitments pursuant to this Section by the execution 1.3.5, any Lender becoming a party hereto shall execute such documents and delivery to the agreements as 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 Sectionmay reasonably request.

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 Revolving Lenders (collectively, the “New Lenders”) or by allowing one or more Revolving 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 $2,400,000,0004,000,000,000, (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 “Revolving Lender” and 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 Revolving Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.

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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000, be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Extended Commitments.

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 to and after giving effect to the increaseL/C Issuer (which approval shall not be unreasonably withheld or delayed), no Default or Event of Default provided that (i) each Supplemental Lender shall have occurred hereunder and be continuingentered into an agreement pursuant to which such Supplemental Lender shall undertake a Commitment (or, (B) no if such increase shall cause the Aggregate Commitments Supplemental Lender is an existing Lender, pursuant to exceed $2,400,000,000, (C) no Lender’s which its Commitment shall be increased without such Lender’s consentincreased), (Dii) such increase 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 result in the increase of any Borrower Sublimit exceed $150,000,000 and (Eiii) such increase no Default 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 Sectionthen exist.

Increase in Commitments. (a) At any time prior to the Revolving Maturity Date, the Borrower may effectuate one increase in the aggregate Revolving Commitments (such increase being a "Commitment Increase"), by designating either one or more of the 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 time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Revolving 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 Revolving Lender; provided, however, that (i) WPZ such Commitment Increase shall have be equal to $5,000,000, and (ii) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on 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 same terms as those applicable to the prior approval existing Revolving Commitments and Revolving Advances. 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 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 2.15 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 by WPZ, or any of 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 advance or to commit to advance any credit to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” Borrower or to arrange 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 other Person to Section 2.16) advance or to commit to advance any credit 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 SectionBorrower.

Increase in Commitments. (i) WPZ shall have At any time prior to 30 days after the option, without the consent close of the Lendersprimary syndication as reasonably determined and established by the Administrative Agent, from time to time to cause one or more increases in the Aggregate Commitments by addingevent that sufficient commitments are received from banks and other financial institutions (other than Bank of Montreal and Bank of America National Trust and Savings Association (herein, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld"Initial Lenders")), to this Agreement one or more financial institutions as such that the Initial Lenders (collectivelyremaining Commitments, 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 increasesyndication of the credit facilities provided for herein, no Default or Event of Default shall have occurred are at their desired initial hold levels, and the aggregate Commitments hereunder and commitments under the Five-Year Credit Agreement exceed $250,000,000 (such excess being referred to herein as the "Overage"), then in that event the Administrative Agent shall notify the Company of the Overage, and the Company may request that the aggregate Commitments hereunder be continuing, (B) no increased by the lesser of $20,000,000 and 40% of the Overage by offering such increase shall cause to one or more banks or other financial institutions (each such bank or financial institution being hereinafter referred to as an "Additional Lender") selected by the Aggregate Commitments Company and acceptable to exceed $2,400,000,000the Lead Arrangers, (C) no Lender’s Commitment shall be increased without such Lender’s consentBook Managers, (D) such and Syndication Agents and the Administrative Agent. Such increase shall not result in the increase Commitments shall also be subject to the satisfaction of any Borrower Sublimit and the following conditions: (Ea) each such increase shall be evidenced by a commitment at least $2,000,000 or such greater amount which is an integral multiple $1,000,000; (b) the Administrative Agent shall have received an acknowledgement agreement providing for such increase agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent and it executed by WPZthe Company, the Administrative Agent, and the New Lenders, if any, relevant Additional Lender; and Lenders increasing their Commitments, if any, and which (c) the Administrative Agent shall indicate have received a Note duly executed by the amount and allocation Company in favor of the relevant Additional Lender. Upon the satisfaction of such conditions, effective as of the date set forth above in such acknowledgement agreement, each such Additional Lender shall thereafter be a "Lender" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Lender hereunder and subject to the obligations of a Lender hereunder to the extent of its Commitment and Exhibit A shall be deemed amended reflecting the increase in the Aggregate aggregate Commitments and caused by the effective date inclusion of the Commitment of the Additional Lender. Concurrently with the effectiveness of such increase (increase, each Additional Lender shall fund its percentage of the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery outstanding Loans to the Administrative Agent so that after giving effect thereto each Lender, including the Additional Lender, holds a pro rata share (in accordance with its Commitment percentage) 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 and the Company shall pay to each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to all amounts due under Section 3.6 hereof as a result of any nonratable increase in prepayment of any outstanding LIBOR Portions of the Aggregate Commitments under this SectionLoans.

Increase in Commitments. (ia) 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 the right to increase the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments (“Incremental Term Commitments”), without the consent of the Lenders, in each case from time to time to cause either from 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 Lenders or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitmentsan additional Eligible Incremental Lender; 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 effected pursuant hereto shall cause the Aggregate Commitments to not exceed $2,400,000,000, 1,000,000,000; (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 shall Incremental Revolving Commitments shall, subject to Section 2.10(e), be evidenced by a commitment increase agreement in form and substance reasonably acceptable to on the Administrative Agent and executed by WPZ, same terms as 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 other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the effective date same terms as the other Term Loans; and (F) all of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to procedures and other conditions described in this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement 2.10 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 Sectionhave been satisfied.

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 $2,400,000,0003,000,000,000, (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.

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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

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 $600,000,000 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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. (i)Section 3.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”), not to exceed in the aggregate such Issuing Lender’s Letter of Credit Commitment, for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or joint ventures) on any Business Day during the Commitment Period in such customary form as may be approved from time to time by the respective Issuing Lender; provided that the Issuing Lender shall be increased without have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) (A) the L/C Obligations would exceed the L/C Commitment, or (B) such Issuing Lender’s consentPercentage Interest of L/C Obligations when aggregated with such Issuing Lender’s Percentage Interest of outstanding Revolving Loans and such Issuing Lender’s Percentage Interest in Swingline Loans would exceed such Issuing Lender’s Commitment, (Dii) the aggregate amount of the Available Commitments would be less than zero, or (iii) the Borrowing Base Availability would be less than zero. 6 la-1290464 The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Lender with the consent of such increase Issuing Lender; provided that the Borrower shall not result in reduce the increase Letter of Credit Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i)- (iii) above shall not be satisfied. The Borrower Sublimit may, at any time and from time to time, reallocate the Letter of Credit Commitment by reducing the Letter of Credit Commitment of one or more Issuing Lenders and increasing the Letter of Credit Commitment of one or more other Issuing Lenders, provided that (Ea) each affected Issuing Lender consents to such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable reallocation, (b) Borrower provides written notice to the Administrative Agent and executed by WPZ(c) the aggregate of the total Letter of Credit Commitment does not increase or decrease. Each Letter of Credit shall (A) be denominated in Dollars and (B) expire no later than the earlier of (x) the second anniversary of its date of issuance and (y) the date that is 364 days after the Termination Date, provided (I) that any Letter of Credit with up to a two-year term may provide for the renewal thereof for up to an additional two-year period (which shall in no event extend beyond the date referred to in clause (y) above) and (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or joint venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture. The letters of credit issued under the Original Credit Agreement set forth on Schedule 3.1 (collectively, 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 DateExisting LCs”). 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 continued from the Original Credit Agreement under this Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued under this Agreement, and Borrower shall execute such acknowledgments and agreements as Administrative Agent my reasonably request to evidence the foregoing. Each Lender from time to time party hereto, including each Lender which was not a lender under the Original Credit Agreement, each as an L/C Participant hereunder, hereby irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender under the Existing LCs, on the applicable Increase Effective Date. The Borrowers shall borrow terms and prepay Loans on each Increase Effective Date (conditions set forth in Section 3.4 below, for such L/C Participant’s own account and pay any additional amounts required pursuant risk an undivided interest equal to Section 2.16) to such L/C Participant’s Percentage Interest in the extent necessary to keep the outstanding Loans Issuing Lender’s obligations and rights under and in respect of each Existing LCs and the amount of each draft paid by the Issuing Lender ratable with such Lenderthereunder. (j) Section 10.2 of the Credit Agreement is hereby amended by modifying the Administrative Agent’s revised Applicable Percentage after giving effect address for notices to any nonratable increase read as follows: JPMorgan Chase Bank, N.A. Wholesale Loan Operations Floor 03, Ops 2, 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, Delaware 19713 Telephone: _____________________ Email: _________________________ 7 la-1290464 With a copy to: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: 000-000-0000 Email: xxxxxx@xxxx.xxx (k)Section 10.10 of the Credit Agreement is hereby amended and restated in the Aggregate Commitments under this Section.its entirety to read as follows: 10.10

Increase in Commitments. (ia) WPZ shall have The Borrower may, by written notice to the optionAdministrative Agent at any time after the Closing DateCovenant Amendment Period and prior to the Term Loan Maturity Date, without the consent of the Lenders, from time to time to cause request on one or more increases occasions, Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed $50,000,000 (provided that the Aggregate aggregate amount of all Incremental Revolving Credit Commitments by addingshall not exceed $10,000,000) 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 each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent in its reasonable discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and the Issuing Banks (such approval not to be unreasonably withhelda minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to this Agreement one or more financial institutions as Lenders become effective (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 which shall not result in be less than 15 days nor more than 60 days after the increase date of any Borrower Sublimit and (E) such increase shall be evidenced notice, unless otherwise agreed to by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, ) and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from 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 Term Loans (the “Increase Effective DateOther Term Loans”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Notwithstanding anything contained herein to the Administrative Agent of the applicable commitment increase agreement shall contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be a “Lender” for all purposes under this Agreement Revolving Commitments and based on the applicable Increase Effective Date. The Borrowers shall borrow terms and prepay Loans on each Increase Effective Date (conditions set forth herein for Revolving Commitments 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 SectionRevolving Loans.

Increase in Commitments. (ia) WPZ Subject to the terms and conditions set forth herein, WIL shall have the optionright, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to Lenders but with the prior approval of the Administrative Agent and the Issuing Banks Bank (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the aggregate Commitments (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions as that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing Bank (collectively, the each a “New LendersCI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided however that: that (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuingcontinuing on the effective date of such Commitment Increase, (Bii) no such increase Commitment Increase shall be in an amount less than $15,000,000, (iii) no such Commitment Increase shall cause the Aggregate aggregate Commitments to exceed $2,400,000,0001,500,000,000, (Civ) 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 (Ev) 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 (Commitment Increase, any Loans have been funded, then 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 Borrowers 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 obligated to pay any additional breakage fees or costs or other amounts required pursuant to Section 2.16) to owing hereunder in connection with the extent necessary to keep the breakage or reallocation of such 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 SectionLoans.

Increase in Commitments. (ia) WPZ shall have The Borrower may, by written notice to the option, without the consent of the Lenders, Administrative Agent from time to time after the Closing Date, request Incremental Commitments in an aggregate amount not to cause exceed $100,000,000 from one or more increases Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans or Revolving Commitment Increases, as applicable, in the Aggregate Commitments by addingtheir own discretion; provided that each Incremental Lender, if not already a Lender, an Affiliate of such a Lender or a Related Fund, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such which approval shall not to be unreasonably withheld); provided, to this Agreement one or more financial institutions as Lenders further, that the aggregate amount of Revolving Commitment Increases shall not exceed $15,000,000. Such notice shall set forth (collectively, i) the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: amount of the Incremental Commitments being requested (A) prior to which shall be in minimum increments of $1,000,000 for Revolving Credit Increases and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing$5,000,000 otherwise), (Bii) no the date on which such increase shall cause the Aggregate Incremental Loan Commitments are requested 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 become effective date of such increase (the “Increase Effective Increased Amount Date”) and (iii) whether such Incremental Loan Commitments are to be (x) Incremental Term Loan Commitments to make Additional Term Loans, (y) Incremental Term Loan Commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). 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 , or (and pay any additional amounts required pursuant to Section 2.16z) 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 increases in the Aggregate Revolving Credit Commitments under this Section(“Revolving Commitment Increases”).

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, The Borrower may at any time or from time to time after the Effective Date, by notice to cause the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the Aggregate Commitments by adding, subject to the prior approval amount of the Administrative Agent and the Issuing Banks Revolving Commitments (each such approval not increase, a “Revolving Commitment Increase”, together with any Incremental Term Loans, referred to be unreasonably withheldherein as an “Incremental Facility”), to this Agreement one or more financial institutions as Lenders provided that (collectivelyi) at the time of each such request and upon the effectiveness of each Incremental Facility, the “New Lenders”(x) 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 has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall have occurred hereunder be continuing at the time of execution of the applicable contract or agreement for such acquisition and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000Event of Default under Sections 7.01(a), (Cb), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender’s Commitment Lender shall be increased without such Lender’s consent, (D) such increase shall not Table of Contents obligated to provide an Incremental Facility as a result in the increase of any Borrower Sublimit such request by the Borrower, and (E) until such increase shall be evidenced by a commitment increase agreement time, if any, as such Lender has agreed in form its sole discretion to provide an Incremental Facility and substance reasonably acceptable executed and delivered to the Administrative Agent and executed by WPZthe Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the Administrative Agentconsent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the New Lenders, if anyIncremental Loan Commitment Requirements shall have been satisfied, and Lenders increasing their Commitments, if any, and which shall indicate (vi) the amount and allocation provision 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 Incremental Facilities pursuant to this Section by 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the execution and delivery limit set forth in the next sentence). Notwithstanding anything to the Administrative Agent contrary herein, the aggregate amount of the applicable commitment increase agreement Incremental Facilities shall be a not exceed the sum of (the “Lender” for all purposes under Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this Agreement clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the applicable Increase First Amendment Effective Date. The Borrowers shall borrow and prepay Loans , calculated at the time of incurrence 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 a pro forma basis after giving effect to thereto and the application of the proceeds thereof, and assuming any nonratable increase such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the Aggregate Commitments under this Sectioncase of any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap.

Increase in Commitments. (ia) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Closing Date to cause one or more increases the Maturity Date to request an increase in the Aggregate Commitments Commitments, by adding, subject providing written notice to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldan “Increase Request”); 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 increaseaggregate amount of the Commitments shall not exceed $1,750,000,000 (as reduced by the amount of any permanent reduction of the Commitments under the Facility). Each such Increase Request must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, no Default or Event in consultation with the Borrower, shall manage all aspects of Default shall have occurred hereunder and be continuing, (B) no the syndication of such increase shall cause in the Aggregate Commitments Commitments, including decisions as to exceed $2,400,000,000the selection of the existing Lenders and/or other banks, (C) no Lender’s Commitment shall financial institutions and other institutional lenders to be increased without such Lender’s consent, (D) approached with respect to such increase shall not result in Commitments, and the allocations of the increase in the increase Commitments, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable the Increase Request to the Administrative Agent and executed by WPZ, the Administrative Agent, the New LendersBorrower shall enter into an engagement letter with the Administrative Agent for the Facility governing, if anyamong other things, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation syndication of such increase in the Aggregate Commitments Commitments, and which shall include, among other things, the fees of the Lenders and the effective date of Administrative Agent with respect to such increase (the “Increase Effective Date”)Request. Each financial institution that becomes a New Lender Any additional Commitments established pursuant to this Section by shall be regarded as Commitments hereunder and accordingly shall have the execution same maturity date as, bear interest at the same rates as, and delivery otherwise be subject to the Administrative Agent same terms and conditions of, the Loans of the applicable commitment increase agreement Facility outstanding hereunder at the time such additional Commitments are established. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a “Lender” for all purposes under new Commitment, as applicable, and any new Lender becoming a party to this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay in connection with 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 requested increase in the Aggregate Commitments under this Sectionmust be an Eligible Assignee.

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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000, be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

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 the prior approval of the Administrative Agent and the Issuing Banks (such approval $25,000,000 to an aggregate principal amount not to be unreasonably withheld), exceed $125,000,000 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 Parent is in compliance with the Aggregate Commitments to exceed $2,400,000,000financial covenants set forth in Section 7.1, (C) no Lender’s Commitment each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be increased without true and correct in all material respects; provided that, to the extent any such Lender’s consentrepresentation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (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 shall have received a certificate from the Borrower to the effect of (A), (B) and executed by WPZ, the Administrative Agent, the New Lenders, if any, (C) of clause (ii); and Lenders increasing their Commitments, if any, and which (iii) no new lender 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 become a New Lender pursuant to this Section by 2.21 unless such lender is an Eligible Assignee and the execution Administrative Agent 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 Borrower and delivery 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 10 Business Days prior to effective date of such notice specifying the amount of the applicable commitment increase agreement shall be 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 the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under this Agreement 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 if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable Increase Effective Datein connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Adjusted LIBO Rate applicable to any additional amounts required Eurodollar Loan borrowed pursuant to Section 2.16) the preceding sentence shall equal the rate then applicable to the extent necessary to keep the outstanding Eurodollar Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase the other Lenders in the Aggregate Commitments under this Sectionsame Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

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”) by an aggregate principal amount not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders exceed $100,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

Increase in Commitments. (ia) WPZ shall have The Borrower may by written notice to Administrative Agent elect to request, prior to the optionMaturity Date, without an increase to the consent existing Commitments (any such increase, the "New Commitments") by an amount not in excess of the Lenders, from time to time to cause one or more increases U.S.$85,000,000 in the Aggregate aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldAgent), 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: and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an "Increased Amount Date") on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a "New Lender") to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be acceptable to the Administrative Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date immediately prior to or after giving effect to such New Commitments; (2) both immediately prior to and after giving effect to such New Commitments each of 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 conditions set forth in Section 4.02 shall be increased without such Lender’s consent, satisfied; (D3) 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 compliance with 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 financial covenants set forth 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 7.11 both as of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on last day of the applicable Increase Effective Date. The Borrowers shall borrow most recently ended fiscal quarter 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 immediately after giving effect to any nonratable increase such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the Aggregate Commitments under this Sectionform of Exhibit G (a "Joinder Agreement") executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 3.01; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents of the type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such New Commitment.

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 $400,000,000500,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Section.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

Increase in Commitments. (ia) WPZ After the expiration of the Initial Period and subject to the terms and conditions set forth herein, the Borrower shall have the option, without the consent of the Lenders, right 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 Lenders by up to $700,000,000 in the Issuing Banks aggregate (such approval not to be unreasonably withheld), a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions as that are not already Lenders hereunder and that are consented to by the Administrative Agent (collectivelywhich consent shall not be unreasonably withheld, the “New Lenders”conditioned, or delayed) or by allowing one or more existing Lenders to increase their respective CommitmentsCommitments (each a “CI Lender”); provided provided, however that: that (Ai) prior to at the time of, and after giving effect to to, the increaseCommitment 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 total amount of the Commitments to exceed $2,400,000,0001,500,000,000, (Ciii) no Lender’s Commitment, Issuing Bank’s Letter of Credit Commitment or Swingline Lenders’ Commitment shall be increased without such Lender’s, such Issuing Bank’s, or such Swingline Lender’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s, such Issuing Bank’s consentor such Swingline Lender’s sole and absolute discretion), (Div) 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 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 any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (the “v) each CI Lender shall execute a Notice of Commitment Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery deliver such executed notice 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 SectionAgent.

Increase in Commitments. The Borrowers shall have the right (a) prior to the Revolving Termination Date, to request increases in the aggregate amount of the Revolving Commitments and (b) prior to the Term Loan Maturity Date, to request the making of additional Term Loans (“Additional Term Loans”), in each case, by the Borrower Representative providing written notice (which may be by telecopy or electronic mail) to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that (i) WPZ shall have after giving effect to any increase in the option, without Revolving Commitments the consent aggregate amount of the Lenders, from time Revolving Commitments shall not exceed $1,500,000,000 less the amount of any voluntary reductions of the Revolving Commitments made pursuant to time to cause one or more increases in Section 2.13. and (ii) the Aggregate Commitments by adding, aggregate principal amount of all Additional Term Loans made shall not exceed $500,000,000. Additional Term Loans shall be subject to the prior approval same terms and conditions of this Agreement that are applicable to all other Term Loans. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof. Each such request to make Additional Term Loans must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrowers). The Administrative Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such approval not increase in the Revolving Commitments or making of Additional Term Loans, as applicable, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to such increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, and the allocations of the increase in the Revolving Commitments or making of Additional Term Loans, as applicable, 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 Revolving Commitment or provide a new Revolving Commitment or make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase in the Revolving Commitments or more financial institutions the making of Additional Term Loans, as applicable, must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment or making an initial Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders (collectivelyits Revolving Commitment Percentage or, in the case of a Revolving Lender increasing its Revolving Commitment, the “New amount of the increase in its Revolving Commitment Percentage (determined with respect to the Revolving Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) 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 Loans. The Borrowers jointly and severally agree to pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as if such purchase were a prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments or the making of Additional Term Loans 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 in the Revolving Commitments or the making of such Additional Term Loans, (y) the “Increase Effective Date”). Each financial institution representations and warranties made or deemed made by any Borrower in any Loan Document to which such Borrower 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 increase with the same force and effect as if made on and as of such date except to the extent that becomes 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 New Lender pursuant 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, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to this Section the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the execution Secretary or Assistant Secretary of all corporate, partnership or other necessary action taken by the Borrowers to authorize such increase in the Revolving Commitments or the borrowing of Additional Term Loans, as applicable; (ii) an opinion of counsel to the Borrowers and delivery addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) in the case of an increase in the Revolving Commitments, new Revolving Notes executed by the Borrowers, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrowers, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness 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 aggregate amount of the Revolving Commitments under (in each case unless any such Revolving Lender requests not to receive such a Note); and (iv) in the case of the making of Additional Term Loans, new Term Notes executed by the Borrowers, payable to any new Term Loan Lenders and replacement Term Notes executed by the Borrowers, payable to any existing Term Loan Lenders increasing their Term Loans, in the amount of such Term Loan Lender’s Term Loan (in each case unless any such Term Loan Lender requests not to receive such a Note). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of any Additional Term Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

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 the prior approval of the Administrative Agent and the Issuing Banks (such approval $55,000,000 to an aggregate principal amount not to be unreasonably withheld), exceed $200,000,000 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 Parent is in compliance with the Aggregate Commitments to exceed $2,400,000,000financial covenants set forth in Section 7.1, (C) no Lender’s Commitment each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be increased without true and correct in all material respects; provided that, to the extent any such Lender’s consentrepresentation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (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 shall have received a certificate from the Borrower to the effect of (A), (B) and executed by WPZ, the Administrative Agent, the New Lenders, if any, (C) of clause (ii); and Lenders increasing their Commitments, if any, and which (iii) no new lender 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 become a New Lender pursuant to this Section by 2.21 unless such lender is an Eligible Assignee and the execution Administrative Agent 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 Borrower and delivery 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 10 Business Days prior to effective date of such notice specifying the amount of the applicable commitment increase agreement shall be 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 the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under this Agreement 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 if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable Increase Effective Datein connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Adjusted LIBO Rate applicable to any additional amounts required Eurodollar Loan borrowed pursuant to Section 2.16) the preceding sentence shall equal the rate then applicable to the extent necessary to keep the outstanding Eurodollar Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase the other Lenders in the Aggregate Commitments under this Sectionsame Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (ia) WPZ shall have the optionThe Agent, without with the consent of the LendersCompany, shall have the right at any time and from time to time to cause increase the Total Revolving Credit Commitment hereunder by an amount which is less than or equal to $30,000,000 in the aggregate by (i) requesting (which request may be agreed to or declined by such Lender in its sole discretion) that one or more increases in the Aggregate Commitments Lenders increase its respective Revolving Credit Commitment or (ii) 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 Lenders (collectivelya Lender; provided, however, that each such financial institution shall be approved by the “New Lenders”) or by allowing one or more Lenders to Company and the Agent. Such increase their respective Commitments; provided however that: (A) prior to and after giving effect to in 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 Total Revolving Credit Commitment shall be increased without such effectuated pursuant to an agreement with an Increasing Lender or Additional 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 as applicable, in form and substance reasonably acceptable satisfactory to the Administrative Company and the Agent and executed by WPZpursuant to which (x) in the case of an Additional Lender, such Additional Lender shall undertake a Revolving Credit Commitment, which Revolving Credit Commitment shall be in an amount at least equal to $7,500,000 or any integral multiple of $500,000 in excess thereof, (y) in the Administrative Agentcase of an Increasing Lender, the New Lenderssuch Increasing Lender shall increase its Revolving Credit Commitment, if anywhich increase in its Revolving Credit Commitment shall be at least equal to $5,000,000 or in integral multiple of $500,000 in excess thereof, and Lenders increasing their Commitments(z) in each case, if any, such Person shall agree to be bound as a Lender under the terms and which shall indicate the amount and allocation conditions of such increase in the Aggregate Commitments this Agreement and the effective other Loan Documents. Upon the effectiveness of any such agreement and its acknowledgement by the Company and the Agent (the date of any such increase (the “Increase Effective effectiveness and acknowledgement, an "Increased Commitment Date”"). Each financial institution that becomes , such Additional Lender shall thereupon become 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."

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 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 (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 shall be equal to at least $25,000,000, (ii) all Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval existing Commitments and Revolving Advances 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 (iii) 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 2.15 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 2.15 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 by WPZ, or any of 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 advance or to commit to advance any credit to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” Borrower or to arrange 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 other Person to Section 2.16) advance or to commit to advance any credit 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 SectionBorrower.

Increase in Commitments. (i) WPZ shall have At any time prior to 30 days after the option, without the consent close of the Lendersprimary syndication as reasonably determined and established by the Administrative Agent, from time to time to cause one or more increases in the Aggregate Commitments by addingevent that sufficient commitments are received from banks and other financial institutions (other than Bank of Montreal and Bank of America National Trust and Savings Association (herein, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld"Initial Lenders")), to this Agreement one or more financial institutions as Lenders (collectivelysuch that the Initial Lenders' remaining Commitments, 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 increasesyndication of the credit facilities provided for herein, no Default or Event of Default shall have occurred are at their desired initial hold levels, and the aggregate Commitments hereunder and commitments under the 364-Day Credit Agreement exceed $250,000,000 (such excess being referred to herein as the "Overage"), then in that event the Administrative Agent shall notify the Company of the Overage, and the Company may request that the aggregate Commitments hereunder be continuing, (B) no increased by the lesser of $30,000,000 and 60% of the Overage by offering such increase shall cause to one or more banks or other financial institutions (each such bank or financial institution being hereinafter referred to as an "Additional Lender") selected by the Aggregate Commitments Company and acceptable to exceed $2,400,000,000the Lead Arrangers, (C) no Lender’s Commitment shall be increased without such Lender’s consentBook Managers, (D) such and Syndication Agents and the Administrative Agent. Such increase shall not result in the increase Commitments shall also be subject to the satisfaction of any Borrower Sublimit and the following conditions: (Ea) each such increase shall be evidenced by a commitment at least $3,000,000 or such greater amount which is an integral multiple $1,000,000; (b) the Administrative Agent shall have received an acknowledgement agreement providing for such increase agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent and it executed by WPZthe Company, the Administrative Agent, and the New Lendersrelevant Additional Lender; and (c) the Administrative Agent shall have received a Note duly executed by the Company in favor of the relevant Additional Lender. Upon the satisfaction of such conditions, effective as of the date set forth above in such acknowledgement agreement, each such Additional Lender shall thereafter be a "Lender" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Lender hereunder and subject to the obligations of a Lender hereunder to the extent of its Commitment and Exhibit A shall be deemed amended reflecting the increase in the aggregate Commitments caused by the inclusion of the Commitment of the Additional Lender. Concurrently with the effectiveness of such increase, each Additional Lender shall fund its percentage of the outstanding Loans and overdue reimbursement obligations with respect to Letters of Credit, 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 so that after giving effect thereto each Lender, including the Additional Lender, holds a pro rata share (in accordance with its Commitment percentage) 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 and credit risks with respect to Letters of Credit and the Company shall pay to each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to all amounts due under Section 3.6 hereof as a result of any nonratable increase in prepayment of any outstanding LIBOR Portions of the Aggregate Commitments under this SectionLoans.

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 Administrative Agent“Increased Commitments”; provided that for the avoidance of doubt, upon the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate utilization by the amount and allocation Borrower of such an increase pursuant to this Section 2.13 on the Amendment No. 2 Effective Date (in the Aggregate Commitments and aggregate principal amount of $400,000,000) the effective aggregate amount available to be further increased under this Section 2.13 after the Amendment No. 2 Effective Date shall be $0.00) provided that (i) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the 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 stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the applicable commitment increase agreement extent that such representations and warranties specifically refer to an earlier date, in which case they 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 a “Lender” for all purposes under this Agreement on deemed to refer to the applicable 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 Borrowers , the Borrower shall borrow have provided to such Lender or Additional Lender, as applicable, and prepay Loans on 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 (and pay any additional amounts required pursuant to Section 2.16y) at least two days prior to the extent necessary Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, 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 Sectionthat so requests a Beneficial Ownership Certification.

Increase in Commitments. (ia) WPZ shall have Request for Increase or a Term Loan. Provided there exists no Default, upon written notice to the option, without the consent of Administrative Agent and the Lenders, the Borrower may from time to time to cause one or more increases time, request an increase in the Aggregate Commitments by addingor a Term Loan; provided that (i) the aggregate amount of all such increases together with the principal amount of such Term Loans shall not exceed $125,000,000, (ii) any such request for an increase or a Term Loan shall be in a minimum amount of $25,000,000, (iii) the Borrower may make a maximum of five (5) such requests and (iv) in the case of a Term Loan, such Term Loan (A) shall be pari passu with the Committed Loans, (B) shall mature on or after the Maturity Date, (C) shall be subject to customary mandatory prepayment provisions and (D) shall otherwise be on terms and conditions satisfactory to the Administrative Agent (such consent, in the event that such Term Loan is on then market terms, not to be unreasonably withheld). In the event of a request of a Term Loan, the parties hereto acknowledge and agree that this Agreement shall be amended to incorporate the Term Loan and related provisions and such amendment shall be subject to the prior approval written consent of the Administrative Agent and the Issuing Banks Required Lenders (such approval consent not to be unreasonably withheldwithheld or delayed so long as such Term Loan satisfies the provisions of the preceding sentence), to this Agreement one or more financial institutions as Lenders (collectively. At the time of sending such notice, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: Borrower (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, consultation with the Administrative Agent, ) shall specify the New Lenders, if any, and Lenders increasing their Commitments, if any, and time period within which each Lender is requested to respond (which shall indicate in no event be less than ten Business Days from the amount and allocation date of delivery 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 notice 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 SectionLenders).

Increase in Commitments. Subject to Section 8.18, the Company may request that the Combined Commitments hereunder be increased in an amount up to $15,000,000 in the aggregate (isuch that the Combined Commitments hereunder shall be an amount not in excess of $245,000,000) WPZ by offering such increase to one or more banks or other financial institutions (each such bank or financial institution being hereinafter referred to as an "Additional Bank") selected by the Company and acceptable to the Arranger and the Agent. Notwithstanding anything herein to the contrary, the Company may further request that the Combined Commitments hereunder be further increased by an additional $10,000,000 in the aggregate (such that the Combined Commitments hereunder shall have be an amount not in excess of $255,000,000), so long as the option, without Company obtains the prior consent of the Lenders, from time to time to cause one or more increases Agent and each of the Banks. Such increase in the Aggregate Commitments by adding, shall also be subject to the prior approval satisfaction 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 thatfollowing conditions: (Aa) 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) each such increase shall be evidenced by a commitment at least $10,000,000 or such greater amount which is an integral multiple of $1,000,000; (b) the Agent shall have received an acknowledgment agreement providing for such increase agreement in form and substance reasonably acceptable satisfactory to it executed by the Company, the Agent, and the relevant Additional Bank, and (c) the Agent shall have received a Note duly executed by the Company in favor of the relevant Additional Bank. Upon the satisfaction of such conditions, effective as of the date set forth above in such acknowledgment agreement, each such Additional Bank shall thereafter be a "Bank" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Bank hereunder and subject to the Administrative Agent obligations of a Bank hereunder to the extent of its Commitment and executed Schedule 2.01 shall be deemed amended reflecting the increase in the aggregate Commitments caused by WPZthe inclusion of the Commitment of the Additional Bank. Concurrently with the effectiveness of such increase, each Additional Bank shall fund its percentage of the Administrative Agent, the New Lendersoutstanding Loans and overdue reimbursement obligations with respect to Letters of Credit, 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 so that after giving effect thereto each Bank, including the Additional Bank, holds a Pro Rata Share (in accordance with its Commitment percentage) 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 and credit risks with respect to Letters of Credit, and the Company shall pay to each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to Bank all amounts due under Section 4.04 hereof as a result of any nonratable increase in the Aggregate Commitments under this Sectionprepayment of any outstanding Offshore Rate Loan.

Increase in Commitments. (ia) WPZ The Borrower shall have the option, without right at any time prior to the consent of date that is 30 days prior to the Lenders, from time Maturity Date to time to cause one or more increases in increase the Aggregate Commitments hereunder 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 $50,000,000 by adding to this Reimbursement and Pledge Agreement one or more financial institutions as Lenders other Eligible Assignees (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; unless such Supplemental Lender is a Lender or by allowing one an Affiliate of a Lender (which approval shall not be unreasonably withheld or more Lenders to increase their respective Commitments; delayed) and (y) the Fronting Bank (which approval shall not be unreasonably withheld or delayed), provided however that: that (Ai) prior to and after giving effect to the increase, no Default or Event of Default each Supplemental Lender shall have occurred hereunder and be continuingentered into an agreement pursuant to which such Supplemental Lender shall undertake a Commitment (or, (B) no if such increase shall cause the Aggregate Commitments Supplemental Lender is an existing Lender, pursuant to exceed $2,400,000,000, (C) no Lender’s which its Commitment shall be increased without such Lender’s consentincreased), (Dii) such increase shall not result in the increase Commitment of any Borrower Sublimit Supplemental Lender that is not an existing Lender shall be in an amount of at least $10,000,000, (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 $10,000,000, and (Eiv) if such increase Supplemental Lender will need to be a Participating Bank, the Fronting Bank shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable have agreed to front for such Supplemental Lender under Several Letters of Credit on terms satisfactory 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 SectionFronting Bank.

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 (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 increase, any Loans have been funded, then Borrower shall be a “Lender” for all purposes obligated to pay amounts due under this Agreement on Section 3.05 in connection with 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 reallocation of such 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 SectionLoans.

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 Revolving Maturity Date, with prior written notice to the Administrative Agent, the Borrower may effectuate one or more increases in the Aggregate aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by addingincreasing the Revolving Commitment of one or more Revolving Lenders (each, subject an “Increasing Lender”) or by causing one or more Eligible Assignees that are not already Revolving Lenders at such time to become parties to this Agreement as Revolving Lenders (each, an “Additional Lender”); provided, however, that (i) each such Commitment Increase shall be equal to at least $5,000,000, (ii) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval existing Revolving Commitments and Revolving Advances (other than any upfront fees and arrangement fees, if any, applicable thereto), (iii) no Lender’s Revolving Commitment may be increased without the consent of such Lender and (iv) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000. The Borrower shall provide notice of such proposed Commitment Increase pursuant to this Section 2.15 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 2.15 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 by WPZ, or any of 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 advance or to commit to advance any credit to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” Borrower or to arrange 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 other Person to Section 2.16) advance or to commit to advance any credit 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 SectionBorrower.

Increase in Commitments. (ia) WPZ shall have the optionThe Borrower may by written notice to Administrative Agent elect to request, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject prior to the prior approval of Maturityat any time following the Administrative Agent and Amendment No. 6 Effective Date, an increase to the Issuing Banks existing Commitments (any such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectivelyincrease, the “New LendersCommitments”) by an amount not in excess of U.S.$85,000,00050,000,000 in the aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by allowing one or more Lenders to increase their respective Commitments; provided however that: Administrative Agent), and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be acceptable to the Administrative Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date immediately prior to or after giving effect to such New Commitments; (2) both immediately prior to and after giving effect to such New Commitments each of 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 conditions set forth in Section 4.02 shall be increased without such Lender’s consent, satisfied; (D3) 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 compliance with 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 financial covenants set forth 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 7.11 both as of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on last day of the applicable Increase Effective Date. The Borrowers shall borrow most recently ended fiscal quarter 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 immediately after giving effect to any nonratable increase such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the Aggregate Commitments under this Sectionform of Exhibit G (a “Joinder Agreement”) executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 3.01; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents of the type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such New Commitment.

Increase in Commitments. (il) 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 the right to increase the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments (“Incremental Term Commitments”), without the consent of the Lenders, in each case from time to time to cause either from 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 Lenders or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitmentsan additional Eligible Incremental Lender; 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 effected pursuant hereto shall cause the Aggregate Commitments to not exceed $2,400,000,000, 1,000,000,000; (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 shall Incremental Revolving Commitments shall, subject to Section 2.10(e), be evidenced by a commitment increase agreement in form and substance reasonably acceptable to on the Administrative Agent and executed by WPZ, same terms as 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 other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the effective date same terms as the other Term Loans; and (F) all of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to procedures and other conditions described in this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement 2.10 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 Sectionhave been satisfied.

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 stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the applicable commitment increase agreement extent that such representations and warranties specifically refer to an earlier date, in which case they 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 a “Lender” for all purposes under this Agreement on deemed to refer to the applicable 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 Borrowers , the Borrower shall borrow have provided to such Lender or Additional Lender, as applicable, and prepay Loans on 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 (and pay any additional amounts required pursuant to Section 2.16y) at least two days prior to the extent necessary Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, 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 Sectionthat so requests a Beneficial Ownership Certification.

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 Subsequent to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld)Effective Date, to this Agreement one or more financial institutions so long 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 $2,400,000,000Borrower may, (C) no Lender’s Commitment shall be increased without such Lender’s consenton one or more occasions, (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 notice to the Administrative Agent and executed (which shall promptly provide a copy of such notice to the Banks), propose to increase the Commitments by WPZan amount not to exceed $100,000,000 in the aggregate of all such increases pursuant to this Section 2.18 (that is, the Administrative AgentCommitments shall not exceed $200,000,000) (the amount of any such increase, the New Lenders, if any, and Lenders increasing their "Increased Commitments, if any, and which shall indicate the amount and allocation of "). No such increase in the Aggregate Commitments shall be less than $10,000,000. Following the delivery of such notice, the Administrative Agent and the effective date Borrower shall cooperate with each other to obtain commitments from one or more banks or other financial institutions (which may be, but need not be, one or more of the existing Banks) to (i) in the case of any such increase (the “Increase Effective Date”). Each bank or other financial institution that becomes is an existing Bank, increase its Commitment and (ii) in the case of any other such bank or other financial institution (an "Additional Bank"), become a New Lender party to this Agreement. Each existing Bank shall confirm in writing as to whether or not it will agree to increase its Commitment within fifteen (15) Business Days of receipt of a written request therefor from the Administrative Agent. No bank or other financial institution may become an Additional Bank unless it would be permitted to be an Assignee pursuant to Section 9.6(c). The sum of the increases in the Commitments of the existing Banks pursuant to this subsection (a) plus the Commitments of the Additional Banks shall not in the aggregate exceed $100,000,000. No existing Bank shall be required to increase its Commitment in connection with an increase in the amount of the Commitments 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 Section2.18.

Increase in Commitments. (i) WPZ The Borrower 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 Revolving Lenders (collectively, the “New Lenders”) or by allowing one or more Revolving 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 $2,400,000,0002,000,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (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 WPZthe Borrower, 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 “Revolving Lender” and a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers Borrower 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 Revolving Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.

Increase in Commitments. (ia) WPZ shall have Provided there exists no Default, upon notice from the optionCompany, without the consent on behalf of the Borrowers, to the Administrative Agent (which shall promptly notify the Lenders), the Company, on behalf of the Borrowers, may from time to time to cause one or more increases time, request an increase in the Aggregate Commitments by adding, subject an aggregate amount (for all such requests) not exceeding $50,000,000 to be applied pro rata as an increase to the prior approval Aggregate Revolving Commitments and as an increase to the Existing Term Loan Commitments, based upon the relative proportions of (x) the Aggregate Revolving Commitments and (y) the sum of the Administrative Agent unfunded portion of the Existing Term Loan Commitments and the Issuing Banks outstanding Existing Term Loan (such approval not the “Increase Option”), with the portion allocated under clause (y) to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, funded in full on the “New Lenders”) or by allowing one or more Lenders to increase their respective CommitmentsIncrease Effective Date; provided however that: that (Ai) prior to and the maximum amount of the Aggregate Commitments after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuingany such increase may not exceed $750,000,000, (Bii) no 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 in a minimum amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers may make a maximum of three (3) such requests and (iv) the Maximum Senior Credit Facilities to Collateral Value Ratio shall not be greater than 50.00% after giving effect to any such increase, as evidenced by an updated pro forma Collateral Value Report delivered by the Company to the Administrative Agent. To achieve the full amount of a requested increase, the Administrative Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld) may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.16 unless it specifically consents to such increase in writing and no additional Eligible Assignee shall become a Lender unless its Commitment is at least $5,000,000. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.16 shall, in connection therewith, deliver to the Administrative Agent a new commitment increase agreement in form and substance reasonably acceptable satisfactory 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 Sectionits counsel.

Increase in Commitments. (ia) WPZ Subject to the terms and conditions set forth herein, WIL shall have the optionright, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to Lenders but with the prior approval of the Administrative Agent and the Issuing Banks Bank (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the aggregate Commitments (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions as that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing Bank (collectively, the each a “New LendersCI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided however that: that (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuingcontinuing on the effective date of such Commitment Increase, (Bii) no such increase Commitment Increase shall be in an amount less than $15,000,000, (iii) no such Commitment Increase shall cause the Aggregate aggregate Commitments to exceed $2,400,000,000500,000,000, (Civ) 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 (Ev) 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 (Commitment Increase, any Loans have been funded, then 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 Borrowers 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 obligated to pay any additional breakage fees or costs or other amounts required pursuant to Section 2.16) to owing hereunder in connection with the extent necessary to keep the breakage or reallocation of such 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 SectionLoans.

Increase in Commitments. (ia) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Closing Date to cause one or more increases the Maturity Date to request an increase in the Aggregate Commitments Commitments, by adding, subject providing written notice to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldan “Increase Request”); 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 increaseaggregate amount of the Commitments shall not exceed $2,000,000,000 (as reduced by the amount of any permanent reduction of the Commitments under the Facility). Each such Increase Request must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, no Default or Event in consultation with the Borrower, shall manage all aspects of Default shall have occurred hereunder and be continuing, (B) no the syndication of such increase shall cause in the Aggregate Commitments Commitments, including decisions as to exceed $2,400,000,000the selection of the existing Lenders and/or other banks, (C) no Lender’s Commitment shall financial institutions and other institutional lenders to be increased without such Lender’s consent, (D) approached with respect to such increase shall not result in Commitments, and the allocations of the increase in the increase Commitments, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable the Increase Request to the Administrative Agent and executed by WPZ, the Administrative Agent, the New LendersBorrower shall enter into an engagement letter with the Administrative Agent for the Facility governing, if anyamong other things, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation syndication of such increase in the Aggregate Commitments Commitments, and which shall include, among other things, the fees of the Lenders and the effective date of Administrative Agent with respect to such increase (the “Increase Effective Date”)Request. Each financial institution that becomes a New Lender Any additional Commitments established pursuant to this Section by shall be regarded as Commitments hereunder and accordingly shall have the execution same maturity date as, bear interest at the same rates as, and delivery otherwise be subject to the Administrative Agent same terms and conditions of, the Loans of the applicable commitment increase agreement Facility outstanding hereunder at the time such additional Commitments are established. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a “Lender” for all purposes under new Commitment, as applicable, and any new Lender becoming a party to this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay in connection with 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 requested increase in the Aggregate Commitments under this Sectionmust be an Eligible Assignee.

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 $225,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving 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 written consent of the Administrative Agent and the Issuing Banks (such approval not to which consent may be unreasonably withheld), contingent on effectuating certain amendments to this Agreement one and the other Loan Documents applicable to some or more financial institutions as Lenders (collectivelyall of the Loans, 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 which amendments 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), the Borrowers shall have the right to request an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, either from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the same, or as and to the extent required by the Administrative Agent and executed by WPZapplicable Lenders, different terms and conditions from the existing Delay Draw Commitments) provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (iii) the identity of any such new Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (iv) any such new Lender assumes all of the New Lendersrights and obligations of a “Lender” hereunder, if any(v) the procedures and requirements described in Section 2.08 have been satisfied, and Lenders increasing their Commitments, if any, and which (vi) 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 have paid to the Administrative Agent of the and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a 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 part of any additional amounts required pursuant Lender 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 increase its Delay Draw Commitment hereunder at any nonratable increase in the Aggregate Commitments under this Sectiontime.

Increase in Commitments. (ia) WPZ Subject to the terms and conditions set forth herein, Apache shall have the option, without the consent of the Lenders, right 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 Lenders by up to US$1,000,000,000 in the Issuing Banks aggregate (such approval not to be unreasonably withheld), a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions as that are not already Lenders hereunder and that are consented to by the Administrative Agent (collectively, the “New Lenders”which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective CommitmentsCommitments (each a “CI Lender”); provided provided, however that: that (Ai) prior to at the time of, and after giving effect to to, the increaseCommitment 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 total amount of the Commitments to exceed $2,400,000,000US$5,000,000,000, (Ciii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s consentor such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (Div) 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 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 any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (the “v) each CI Lender shall execute a Notice of Commitment Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery deliver such executed notice 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 SectionAgent.

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 $250,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000, be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

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) 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 (y) such increase financial institution shall not result be any Person prohibited from taking an assignment of Loans pursuant to Section 10.06(b)(v). In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the increase of any Borrower Sublimit and Aggregate Commitments (Ei) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Borrower, the Administrative Agent and executed by WPZeach 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 Commitments, as so increased, providing that the financial institutions extending new Commitments shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Administrative Agent shall consider reasonably appropriate to effectuate the provisions of this Section 2.16 and (ii) the Borrower shall furnish, if requested, a new Note to each 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, and upon satisfaction of such other conditions as the Administrative Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments (including, without limitation, the Administrative Agent, Agent administering the New Lenders, if any, and reallocation of any outstanding Loans ratably among the Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of after giving effect to each such increase in the Aggregate Commitments Commitments, and the effective date delivery of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution certificates, evidence of corporate authority and delivery to the Administrative Agent legal opinions on behalf of the applicable commitment increase agreement Borrower), this 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 deemed 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 Sectionbe amended accordingly.

Increase in Commitments. (ia) WPZ shall have Provided there exists no Default, upon notice from the optionCompany, without the consent on behalf of the Borrowers, to the Administrative Agent (which shall promptly notify the Lenders), the Company, on behalf of the Borrowers, may from time to time to cause one or more increases time, request an increase in the Aggregate Commitments by adding, subject an aggregate amount (for all such requests) not exceeding $150,000,000 to be applied pro rata as an increase to the prior approval Aggregate Revolving Commitments and as an increase to the Aggregate Term Loan Commitments, based upon the relative proportions of (x) the Aggregate Revolving Commitments and (y) the sum of the Administrative Agent unfunded portion of the Aggregate Term Loan Commitments and the Issuing Banks outstanding Term Loan (such approval not the "Increase Option"), with the portion allocated under clause (y) to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, funded in full on the “New Lenders”) or by allowing one or more Lenders to increase their respective CommitmentsIncrease Effective Date; provided however that: that (Ai) prior to and the maximum amount of the Aggregate Commitments after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuingany such increase may not exceed $550,000,000, (Bii) no 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 in a minimum amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers may make a maximum of three (3) such requests and (iv) the Maximum Senior Credit Facilities to Collateral Value Ratio shall not be greater than 50.00% after giving effect to any such increase, as evidenced by an updated pro forma Collateral Value Report delivered by the Company to the Administrative Agent. To achieve the full amount of a requested increase, the Administrative Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld) may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.16 unless it specifically consents to such increase in writing and no additional Eligible Assignee shall become a Lender unless its Commitment is at least $5,000,000. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.16 shall, in connection therewith, deliver to the Administrative Agent a new commitment increase agreement in form and substance reasonably acceptable satisfactory 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 Sectionits counsel.

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 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 (effect such approval not to be unreasonably withheld), amendments to this Agreement one and the other Loan Documents as may be necessary or more financial institutions as Lenders (collectivelyappropriate, 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 opinion 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, to effect the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation provisions 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 Section2.21.

Increase in Commitments. At their election, the Borrowers may, upon notice from the Company to the Administrative Agent (i) WPZ which shall have the option, without the consent of promptly notify the Lenders), from time to time on or 47 after the Closing Date, request an increase in the Commitments (a “Commitment Increase”); provided that (i) at the time of any such request and upon the effectiveness of the Commitment Increase referred to cause below, no Default shall exist and Holdings shall be in pro forma compliance with the financial covenants set forth in Section 7.11 (as demonstrated in a Compliance Certificate executed by a Responsible Officer of Holdings), (ii) no existing Lender shall be required to provide any portion of any Commitment Increase, (iii) each Commitment Increase shall be in a minimum amount of $10,000,000 and in increments of $1,000,000 in excess thereof, (iv) no more than three requests for a Commitment Increase may be made during the term of this Agreement and (v) the aggregate amount of all such Commitment Increases shall not exceed, collectively, $50,000,000 (which such amount shall be reduced on a dollar-for-dollar basis for the amount of the Aggregate Commitments in excess of $100,000,000 on the Closing Date). At the time of sending such notice, the Company (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 Lenders). Any such notice shall set forth the amount and terms of the relevant Commitment Increase requested by the Borrowers and to be agreed by any Lenders or Additional Lenders (as defined below) providing such Commitment Increase. The Borrowers may arrange for one or more increases in the Aggregate Commitments by addingbanks or other financial institutions, subject each of which shall be reasonably satisfactory to the prior approval of the Administrative Agent and, with respect to Commitment Increases, the Swing Line Lenders and the Issuing Banks L/C Issuers (any such approval not to be unreasonably withheldbank or other financial institution being called an “Additional Lender”), to this Agreement one or more financial institutions as Lenders (collectivelyprovide a portion of the Commitment Increase, 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 each existing Lender shall be increased without such Lender’s consentafforded an opportunity, (D) such increase but shall not result in the increase be required, to provide a portion of any Borrower Sublimit and (E) such increase Commitment Increase. Each Additional Lender shall be evidenced by become a commitment increase Lender hereunder pursuant to a joinder agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent and executed by WPZits counsel. As a condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent, Agent and the New Lenders, if anyLenders such information as may be requested pursuant to Section 4.01(a)(xi), and Lenders increasing their Commitments, if any, and which shall indicate to the amount and allocation Administrative Agent a certificate of such increase in the Aggregate Commitments and each Loan Party dated as of the effective date of any such increase Commitment Increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (a) certifying and attaching the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant resolutions adopted by such Loan Party approving or consenting to this Section by such Commitment Increase, and (b) in the execution and delivery to the Administrative Agent case of the applicable commitment increase agreement shall be Company, certifying that, before and after giving effect to such Commitment Increase, (i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of any such Commitment Increase, except that (A) if a “Lender” for qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date respects, (and pay any additional amounts required pursuant to Section 2.16B) to the extent necessary that such representations and warranties specifically refer to keep an earlier date, in which case they are true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date), and (C) for purposes of this Section 2.15, the outstanding Loans representations and warranties contained in subsections (a) and (b) of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (ii) no Default exists. No Commitment Increase shall increase the Letter of Credit Sublimit or the Swing Line Sublimit without the written consent of the L/C Issuers or the Swing Line Lenders, as applicable. This Section shall supersede any nonratable increase provisions in Sections 2.13 or 10.01 to the Aggregate Commitments under this Sectioncontrary. Cash Collateral.

Increase in Commitments. (ia) WPZ The Company may, by written notice to the Administrative Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders), from time request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to time any such increase the sum of the total Commitments shall not exceed $750,000,000 minus any amount by which the Commitments shall have been reduced pursuant to cause Section 2.09. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. Each Lender shall, by notice to the Company and the Administrative Agent, either agree to increase its Commitment (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice shall be deemed to have declined to increase its Commitment). The Company may also arrange for one or more increases banks or other financial institutions (any such bank or other financial institution referred to in the Aggregate this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments by addingor increase their existing Commitments; provided that each Augmenting 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), to this Agreement one or more financial institutions ) and the Company and each Augmenting Lender shall execute all such documentation 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 reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Aggregate total Commitments and may be made in an amount which is less than the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section requested 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 SectionCompany.

Increase in Commitments. (a) The Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day after the date hereof, increase the aggregate amount of the Revolving Credit Commitments and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each additional tranche of term loans, an “Incremental Term Loan”); provided, however, that (i) WPZ shall have any Commitment Amount Increase or Incremental Term Loan that results in the option, without the consent sum of the Lenders, from time aggregate Revolving Credit Commitments plus the aggregate original principal amount of the Term Loans and Incremental Term Loans to time to cause one or more increases be in excess of $2,500,000,000 will require the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks Required Banks, (such approval ii) any Commitment Amount Increase or issuance of Incremental Term Loans shall be in an amount not to be unreasonably withheld)less than $50,000,000, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”iii) 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 continuingcontinuing at the time of the request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, (Biv) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment all representations and warranties contained in Article 4 hereof shall be increased without such Lender’s consent, (D) such increase shall not result true and correct in all material respects at 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 time of such increase in the Aggregate Commitments request and on the effective date of such Commitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date), (v) prior to approaching an additional Bank, the Borrower shall have offered to the existing Banks the opportunity to increase their respective Revolving Credit Commitments and/or outstanding Term Loans, as applicable and (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to vi) the Administrative Agent and, in the case 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 an increase in the Aggregate Commitments under this SectionRevolving Credit Commitment, each Letter of Credit Issuer and the Swing Line Lender, shall have provided their written consent (which consents shall not be unreasonably withheld).

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 $225,000,000400,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Sectionto 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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

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 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 Parent is in compliance with the Aggregate Commitments to exceed $2,400,000,000financial covenants set forth in Section 7.1, (C) no Lender’s Commitment each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be increased without true and correct in all material respects; provided that, to the extent any such Lender’s consentrepresentation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (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 shall have received a certificate from the Borrower to the effect of (A), (B) and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which (C) of clause (ii); (iii) no new lender 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 become a New Lender pursuant to this Section by 2.21 unless such lender is an Eligible Assignee and the execution Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld; and delivery (iv) the Total Commitments after such increase shall not exceed $500,000,000. 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 10 Business Days prior to effective date of such notice specifying the amount of the applicable commitment increase agreement shall be 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 the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under this Agreement 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 if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable Increase Effective Datein connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Adjusted LIBO Rate applicable to any additional amounts required Eurodollar Loan borrowed pursuant to Section 2.16) the preceding sentence shall equal the rate then applicable to the extent necessary to keep the outstanding Eurodollar Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase the other Lenders in the Aggregate Commitments under this Sectionsame Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (ia) WPZ shall have The Borrower may by written notice to Administrative Agent elect to request, at any time following the optionAmendment No. 6 Effective Date, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject an increase to the prior approval of the Administrative Agent and the Issuing Banks existing Commitments (any such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectivelyincrease, the “New LendersCommitments”) by an amount not in excess of U.S.$50,000,000 in the aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by allowing one or more Lenders to increase their respective Commitments; provided however that: Administrative Agent), and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be acceptable to the Administrative Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date immediately prior to or after giving effect to such New Commitments; (2) both immediately prior to and after giving effect to such New Commitments each of 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 conditions set forth in Section 4.02 shall be increased without such Lender’s consent, satisfied; (D3) 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 compliance with 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 financial covenants set forth 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 7.11 both as of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on last day of the applicable Increase Effective Date. The Borrowers shall borrow most recently ended fiscal quarter 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 immediately after giving effect to any nonratable increase such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the Aggregate Commitments under this Sectionform of Exhibit G (a “Joinder Agreement”) executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 3.01; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents of the type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such New Commitment.

Increase in Commitments. Request for Increase. The Company may, from time to time, request by notice to the Administrative Agent (x) during the Availability Period one or more increases of the Commitments (each, a “Term Loan Commitment Increase”) or (y) after the Availability Period has ended one or more term loan tranches to be made available to the Company (each, an “Incremental Term Loan”; each Incremental Term Loan and each Term Loan Commitment Increase, collectively, referred to as the “Incremental Increases”); provided that (i) WPZ the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall have not exceed $500,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $50,000,000 (or a lesser amount in the option, event such amount represents all remaining availability under this Section) and the Company may make a maximum of two such requests; (iii) no Term Loan Commitment Increase shall increase any Lender’s Commitment without the consent of such Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by 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 Lenders providing such Incremental Term Loans and the Issuing Banks Company; and (such approval not v) except as provided above, all other terms and conditions applicable 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 any Incremental Term Loan 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 satisfactory to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and applicable Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of providing such increase in the Aggregate Commitments Incremental Term Loan and the effective date of Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to Incremental Term Loan than those applicable under this Section Agreement, as reasonably determined by the execution and delivery to Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent of the applicable commitment increase agreement shall not to 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 satisfied with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Sectionterms).

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 $700,000,000800,000,000 (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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no Lender’s Commitment new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be increased without entitled to pay upfront or other fees to such Lender’s consentlenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, (Dan “Increased Facility Closing Date”) such increase shall not result specified 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 an activation notice delivered 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 no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase (and the “Increase Effective Date”)effective date thereof. Each financial institution new lender that becomes provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be Supplement (each, a “Lender” New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes under and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement on the applicable Increase Effective to such extent. On any Increased Facility Closing Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) , subject to the extent 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 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 to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage in order that, after giving effect to any nonratable increase all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Aggregate addition of such Incremental Commitments under this Section.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) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments. 2.22

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 Upon notice to the prior approval of Administrative Agent, at any time after the Administrative Agent Effective Date, the Borrower may request that Additional Revolving Credit Commitments be provided by the existing Lenders (in accordance with their Pro Rata Share), and the Issuing Banks if such Lenders are unwilling to provide such Additional Revolving Credit Commitments (such approval not it being understood that a Lender shall be deemed to be unreasonably withheld), unwilling 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 provide such increase shall cause the Aggregate Additional Revolving Credit Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall if it has 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 affirmatively responded to the Administrative Agent and executed by WPZwithin 10 Business Days after Xxxxxxxx’s request), (x) the Administrative AgentLead Arranger will use its reasonable efforts, subject to compensation to be agreed, to obtain one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments and/or (y) the New Lenders, if any, and Lenders increasing their Borrower may identify one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit 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 ; provided that (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 2.16i) 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 such Additional Revolving Credit Commitments, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.18 shall not exceed $160,000,000, (ii) each request for Additional Revolving Credit Commitments shall be in minimum increments of $20,000,000, (iii) the Aggregate Borrower shall not make more than five such requests for Additional Revolving Credit Commitments under this Sectionand (iv) the terms of any Additional Revolving Credit Advances shall be the same as those for the existing Revolving Credit Advances, except that the Borrower shall be permitted to pay upfront fees to the Additional Revolving Credit Lenders in amounts to be agreed. Notwithstanding anything contained herein to the contrary, the Lender Parties shall not be obligated to commit to the Additional Revolving Credit 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 (collectivelyClosing 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 $600,000,000 (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 stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the applicable commitment increase agreement extent that such representations and warranties specifically refer to an earlier date, in which case they 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 a “Lender” for all purposes under this Agreement on deemed to refer to the applicable 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 Borrowers , the Borrower shall borrow have provided to such Lender or Additional Lender, as applicable, and prepay Loans on 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 (and pay any additional amounts required pursuant to Section 2.16y) at least two days prior to the extent necessary Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, 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 Sectionthat so requests a Beneficial Ownership Certification.

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 $100,000,000417,500,000 (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 $880,000,0001,252,500,000 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 each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such increase representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall cause the Aggregate Commitments to exceed $2,400,000,000be true and correct in all respects, and (C) no Lender’s Commitment Administrative Agent shall be increased without such Lender’s consent, have received a certificate from Borrower to the effect of (DA) such increase shall not result in the increase of any Borrower Sublimit and (EB) such increase of clause (ii); and (iii) no new lender shall be evidenced by become 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 2.21 unless such lender is an Eligible Assignee and delivery to the Administrative Agent of shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Any increase in the applicable commitment increase agreement Total Commitments shall be a Class A Commitment. 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 Administrative Agent no less than ten (10) Business Days prior to 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. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under this Agreement 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 if (x) each such Type or 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 so borrowed or effected had been proportionately increased, and, if applicable Increase Effective Datein connection with such increased Commitments, Borrower shall pay all amounts due under Section 2.17. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Term Benchmark Rate applicable to any additional amounts required Term Benchmark Loan borrowed pursuant to Section 2.16) the preceding sentence shall equal the rate then applicable to the extent necessary to keep the outstanding Term Benchmark Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase the other Lenders in the Aggregate Commitments under this Sectionsame Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

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 be in existence on the effective date of such increase; (ii) the Administrative Agent shall have occurred hereunder consented to the increase in the Commitments in its sole and be continuing, absolute discretion; (Biii) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document shall be increased without such Lender’s consent, true and correct in all material respects (D) such increase shall not result except in the increase case of any Borrower Sublimit a representation or warranty qualified by Loan Number: 1019791 materiality, in which case such representation and (E) such increase warranty shall be evidenced true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except in the case of a representation or warranty qualified by a commitment increase agreement 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: (A) such agreements, amendments, promissory notes, documents, certificates and instruments as the Administrative Agent shall reasonably acceptable require to evidence 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 the form of Annex A attached hereto; (C) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and each Guarantor, and addressed to the Administrative Agent and executed the Lenders covering such matters as reasonably requested by WPZ, the Administrative Agent; and (D) if available and reasonably requested by the Administrative Agent, endorsements to the New Lenders, if any, title policies issued by the Title Company dating down the effective date of such title policies and Lenders increasing their Commitments, if any, and which shall indicate the aggregate insured amount of such title policies by 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 SectionCommitments.