Common use of Increase in Commitments Clause in Contracts

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

Increase in Commitments. (i) 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 Effective Date to cause one or more but excluding the Termination Date to request 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 $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall 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 (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

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 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 $2,400,000,0001,800,000,000, (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 “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 Revolving Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ the Borrower is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZthe Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any The Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) WPZ an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall have not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the optionBorrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, without in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks Borrower (such approval not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the “New Lenders”provisions of Section 13.5(b). (b) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect The effectiveness of any Commitment Increase under this Section is subject to the increasefollowing conditions precedent (subject, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, to Section 1.6; provided, that any such request for a Commitment Increase by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default (or, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall have occurred hereunder exist and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and continuing on the effective date of such increase Commitment Increase, (x) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section representations and warranties made or deemed made by the execution Borrower and delivery each other Loan Party in the Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such Commitment Increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the Specified Representations, (y) payment of any and all Fees required in connection with such Commitment Increase, and (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: : (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor, if any, authorizing the guaranty of such Commitment Increase; (ii) an opinion of counsel to the Borrower and the other Loan Parties, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a certificate dated as new Note executed by the Borrower, payable to such new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing a Commitment Increase, in the amount of such ▇▇▇▇▇▇’s Commitment at the time of the Increase Effective Date, signed by a Responsible Officer effectiveness of the General Partner certifying that each of the conditions applicable Commitment Increase and a Beneficial Ownership Certification. (c) In connection with any Commitment Increase pursuant to such increase set forth in this Section 2.01(c) 2.13, any Lender becoming a party hereto shall have occurred and been complied with and that, before and after giving effect to such increase, (1) execute such documents and agreements as the representations Administrative Agent may reasonably request and warranties (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other than Added L/C Representationsinformation as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act. (d) contained Each Commitment Increase with respect to an additional tranche of Commitments may be made hereunder pursuant to an amendment or restatement (each, an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Lender participating in such tranche and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier datemay be necessary or appropriate, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary reasonable opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause to effect the provisions of this Section 2.13. All such Lender incremental Term Loans (i) shall rank pari passu in right of payment with the other Loans, (ii) shall not mature earlier than the latest Term Loan Maturity Date then in effect for any then-existing Loans (but may have amortization prior to become or cease to be an Issuing Bank under this Agreement such date), and (Biii) increase shall be (x) treated substantially the same as (and in any event no more favorably than), and (y) consistent with the terms and conditions applicable to, the initial Loans made or decrease deemed made on the Letter Effective Date. Each applicable incremental Lender shall fund the applicable incremental Loans in accordance with the requirements of Credit Commitment of any Lender as an Issuing Bankthe applicable Incremental Term Loan Amendment.

Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request, without the consent of the 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 continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement made or deemed made by the Borrower and the any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall 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 (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all partnership or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by the General Partner as Guarantor authorizing the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, increase; and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (Cii) a favorable customary an opinion of counsel to WPZ, relating to such increase agreementthe Guarantor and general partner of the Borrower, addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders. Agent; and (iii) Any Borrower shall have new Notes executed by the optionBorrower, payable to any new Lenders and replacement Notes executed by agreement 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. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (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 (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

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, or any Lender to advance or to commit to advance any credit to the Administrative Agent, Borrower or to arrange for any other Person to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower. (b) The Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.6(c), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Section 6.16 and is continuing; (B) Section 6.17, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and/or Additional Lender and the Borrower. (iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the option, actual Commitments of each Lender and the principal amount outstanding of each Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time. (Bd) increase or decrease On any Increase Date, each Revolving Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Revolving Lender’s Pro Rata Share of such Letter of Credit Obligations (such Pro Rata Share for such Revolving Lender to be determined as of the Increase Date after giving effect to such Commitment of Increase) without further action by any Lender as an Issuing Bankparty.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $750,000,000, less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the 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 such Loans 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 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. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and or would occur after giving effect to such increase, increase or (1y) any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (a) At any time prior to the Revolving Maturity Date, the Borrower may effectuate increases in the aggregate Revolving Commitments (each 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 each Commitment Increase shall have be of at least $1,000,000, (ii) the optionaggregate amount of all Commitment Increases shall not exceed $15,000,000 and the aggregate Revolving Commitments, without after giving effect to all Commitment Increases, shall not exceed $40,000,000, and (iii) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the consent same terms as those applicable to the existing Revolving Commitments and Revolving Advances. The sum of the Lenders, from time to time to cause one or more increases in the Aggregate Revolving Commitments by addingof the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, subject in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to the prior approval of 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, Lenders to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower. (b) A Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which the following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the Revolving Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (AB) a certificate dated as such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase Effective Dateas the Administrative Agent may reasonably request, signed (ii) the funding by a Responsible Officer each Increasing Lender and Additional Lender of the General Partner certifying that Advances to be made by each of such Lender to effect the conditions to such increase prepayment requirement set forth in this Section 2.01(c2.4(c)(vii), and (iii) shall have occurred and been complied with and receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower stating that, both before and after giving effect to such increaseCommitment Increase, (1) the no Default has occurred and is continuing, and that all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to respects, unless such increase, except to the extent that such representations and warranties specifically refer representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Revolving Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time. (Bd) increase or decrease On each Increase Date, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s applicable pro rata share of such Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Increase Date in accordance with its Revolving Commitment on such date as a percentage of the aggregate Revolving Commitment on such date) without further action by any Lender as an Issuing Bankparty.

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 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, Eligible Assignees designated by the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase Borrower that are willing to participate in the Aggregate Commitments and the effective date of such increase (the each, an “Increase Effective DateIncreasing Lender”). Each financial institution that becomes a New Lender ) and to become Lenders pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “LenderJoinder Agreement,” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (i) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same, and (ii) the effective date (the “Increase Effective Date”) of any such increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (Ab) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Officer duly authorized officer of the General Partner Borrower (i) certifying that each of and attaching the conditions resolutions adopted by the Borrower approving or consenting to such increase set forth (which may be covered in this Section 2.01(cresolutions authorizing Borrowings on and after the Closing Date), and (ii) shall have occurred and been complied with and certifying that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and (2except that for purposes of this Section 2.17, the representations and warranties contained in Section 3.04(a) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of shall be deemed to refer to the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer most recent financial statements furnished in connection with such increase agreementthe statements delivered pursuant to clauses (a) and (b) of Section 5.01, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) no Default has occurred and is continuing. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section 2.17 shall supersede any provisions in Section 2.15(c) or decrease Section 9.02 to the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (a) At any time and from time to time after the Closing Date, the Borrowers may request an increase in the Aggregate Commitment, provided that (i) WPZ each increase in the Aggregate Commitment shall be in the minimum amount of $5,000,000 (or in multiples of $5,000,000 in excess thereof), and (ii) in no event may the Aggregate Commitment be increased to an amount greater than $40,000,000. If the Borrowers desire an increase in the Aggregate Commitment, it shall first deliver a written request (“Request for Aggregate Commitment Increase”) to the Agent and each of the Lenders specifying the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase and requesting that the Lenders severally increase their respective Commitments. Upon the Borrowers’ delivery of any Request for Aggregate Commitment Increase, each of the Lenders will have the optionright, but not the obligation, to increase its Commitment in accordance with its Pro Rata Share of the requested increase in the Aggregate Commitment. Each of the Lenders shall notify the Borrowers and the Agent of its determination within ten (10) days after receipt of the Request for Aggregate Commitment Increase. If one or more of the Lenders elects not to increase its Commitment (or to increase its Commitment by an amount less than its Pro Rata Share of the requested increase in the Aggregate Commitment), the Borrowers may request that the other Lenders increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Lenders under this Agreement (subject to the consent of the Agent, but without the consent of any other Lenders). The Borrowers shall notify the Lenders, from time Agent of any financial institution that shall have agreed 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), become an additional Lender party to this Agreement one or more financial institutions as Lenders (collectively, the a “New LendersLender”) in connection with a Request for Aggregate Commitment Increase and the amount of its proposed Commitment, and the Agent shall then have a period of five Business Days in which to consent or by allowing one or more withhold consent to the admission of the proposed New Lender. If the Borrowers are unable within thirty (30) days after delivering any Request for Aggregate Commitment Increase to obtain approval from the Lenders to increase their respective Commitments; provided however thatCommitments and/or to secure Commitments from New Lenders for the full amount of the requested increase in the Aggregate Commitment, the Request for Aggregate Commitment Increase shall become effective to the extent of the increased or new Commitments actually obtained. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time, and no Lender shall be obligated to agree to any increase in its Commitment. (b) If any Request for Aggregate Commitment Increase is approved by the requisite Lenders (including any New Lenders approved by the Agent), the Agent shall notify the Borrowers, the Lenders and any New Lenders of the effective date (“Increase Effective Date”) proposed by the Borrowers for the increase in the Aggregate Commitment and the Commitments which will be in effect for each of the applicable Lenders and any New Lenders as of the Increase Effective Date. (c) Any increase in the Aggregate Commitment shall be subject to the satisfaction of the following conditions precedent at or as of the Increase Effective Date: (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and then be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. ; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) aboveall representations, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form warranties and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) covenants contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of though made on such earlier date, ; (iii) each Lender that shall have agreed to provide an increase in its Commitment shall have confirmed such increase to the Borrowers and the Agent in writing; (2iv) no Default or Event of Default exists each New Lender shall have executed and is continuing; (B) delivered such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documents as the Administrative Agent may shall have reasonably require evidencing required in order for it to subscribe to the identity, authority terms and capacity conditions of such Responsible Officer this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof authorized to act or as a Responsible Officer the Agent shall have reasonably requested in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationincrease; and (Cv) a favorable customary opinion secretary or assistant secretary of counsel each of the Borrowers shall have provided to WPZ, relating the Agent a certified copy of directors’ resolutions authorizing such increase in the Commitments; (vi) the outstanding Loans shall have been reallocated ratably among the Lenders (including the New Lenders) after giving effect to such increase; and (vii) all legal matters incident to such increase agreement, addressed and the admission of any New Lenders under this Agreement shall be satisfactory to the Administrative Agent and its counsel. The Borrowers hereby agree to compensate each Lender, as and to the extent provided in Section 4.02, for all losses, expenses and liabilities incurred by such Lender if requested in connection with the reallocation of any outstanding Loans. Upon delivery of the documents contemplated by clause (iv) of the Administrative Agent or such Lenders. (iii) Any Borrower first sentence of this Subsection 2.17(c), each New Lender shall become for all purposes a Lender party to this Agreement and all other Loan Documents and shall have all the option, by agreement with any rights and obligations of a Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) all other Loan Documents, to the same extent as if it were an original party thereto. No increase or decrease in the Letter Aggregate Commitments shall become effective unless and until each of Credit Commitment of any Lender as an Issuing Bankthe foregoing conditions precedent has been satisfied.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $400,000,000, less the amount of any voluntary reduction of the Commitments pursuant to Section 2.10. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof and shall be allocated among Revolving Commitments and Term Loan Commitments as determined by the Agent and after consultation with the Issuing Banks (Borrower. The Agent shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) or Term Loan Share (determined with respect to the Lenders’ relative Term Loans and after giving effect to the increase of Term Loans), no as the case may be, of any outstanding Loans, by making available to the 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 such Loans 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 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. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and or would occur after giving effect to such increase, increase or (1y) any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments, and (2c) no Default or Event any Term Loan Commitment resulting from an exercise of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of this Section shall be fully funded on the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity effective date of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersincrease. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders), request at any time or from time to time that the Total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to cause this Section 2.20 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.20 shall not exceed $500,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any 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. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Paying 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 . Increases 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 new Commitments created pursuant to this Section by paragraph (a) shall become effective upon the execution and delivery by FDSI, the Borrower, the Paying Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the Administrative Agent satisfaction of any conditions set forth in such agreement. Notwithstanding 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 foregoing, no increase in the Aggregate Total Commitments (or in the Commitment of any Lender) shall become effective under this Section. paragraph (iia) As a condition precedent to each increase pursuant to subsection (c)(i) aboveunless, WPZ shall deliver to on the Administrative Agent, to the extent requested by the Administrative Agentdate of such increase, the following conditions set forth in form paragraphs (a) and substance reasonably satisfactory to (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date) and the Administrative Agent: (A) Paying Agent shall have received a certificate to that effect dated as of the Increase Effective Date, signed such date and executed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Financial Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLoan Party. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have The Company may, by written notice to the option, without the consent of the Lenders, General Administrative Agent from time to time (which notice the General Administrative Agent shall promptly forward to cause the Lenders), request that the Commitment of any Class be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of the requested increase and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender of the affected Class the opportunity to increase its Commitment by its Applicable Percentage of such Class of the proposed increased amount. Each Lender of the affected Class shall, by notice to the Company and the General Administrative Agent given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the General Administrative Agent’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Company, the Company may arrange for one or more increases banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; 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 Agents (such which approval shall not to be unreasonably withheld), to this Agreement one or more financial institutions and the Borrowers 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 General 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 Commitments and of any Class 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 by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative AgentCompany if the Company is unable to arrange for, the following in form and substance reasonably satisfactory or chooses not to the Administrative Agent: (A) a certificate dated as of the Increase Effective Datearrange for, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Augmenting Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have At any time prior to the optionBusiness Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrowers may effectuate one or more increases in the Aggregate aggregate US Commitments and/or the Canadian 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 US Commitment or its Canadian Commitment, as the case may be, 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 as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or more financial institutions Additional Lender, as Lenders the case may be, (collectivelyiv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, the “New Lenders”and (v) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to each such Commitment Increase, the increase, no Default or Event of Default aggregate Canadian Commitments shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to not exceed $2,400,000,000, (C40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase and the applicable Lenders. This Section 2.17 shall not result in the increase of be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower Sublimit and or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (Eb) such increase The Commitment Increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to become effective 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 Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Applicable Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Applicable Administrative Agent: Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Applicable Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Section 6.15 and is continuing; (B) Section 6.16, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the optionactual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, by agreement with any Lender each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (A) after consultation with the Administrative Agent, cause such Applicable Percentage for such Lender to become or cease be determined as of the Increase Date after giving effect to be an Issuing Bank under this Agreement and (Bsuch Commitment Increase) increase or decrease the Letter of Credit Commitment of without further action by any Lender as an Issuing Bankparty.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request 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 $2,500,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 Parent, 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, (D) such increase shall not result in the increase of any Borrower Sublimit true 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 correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving 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 General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, Borrowers may request an increase in Commitments from time to time upon notice 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), by adding to this Agreement one or more financial institutions as Eligible Assignees that are not already Lenders (collectively, the “New Lenders”) hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments; provided however that: ), as long as (Aa) prior to the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and after giving effect to is offered on the increasesame terms as existing Commitments, no Default or Event of Default shall have occurred hereunder and be continuingexcept for a closing fee specified by Borrowers, (Bb) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no such increase shall cause the Aggregate more than three (3) reductions in Commitments pursuant 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 Section 2.1.4 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 increases pursuant to this Section by the execution 2.1.7, taken together, shall be made, and delivery to the Administrative Agent in no event shall any reduction or increase occur within 6 months of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on date of any previous reduction or increase, as the applicable Increase Effective Date. The Borrowers shall borrow case may be, (d) no Event of Default has occurred and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated is continuing as of the Increase Effective Date, signed by a Responsible Officer date of the General Partner certifying that each of the conditions to such request for increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, immediately before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier datethereto, and (2e) no Default or Event the requested increase does not cause the Commitments to exceed any applicable cap under the terms of Default exists and is continuing; (B) such certificates of resolutions any indenture, note agreement or other actionagreement governing the Secured Notes, incumbency certificates and/or other certificates of a Responsible Officer the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the General Partner as the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may reasonably require evidencing issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the identityallocation of the increased Commitments among committing Lenders and, authority if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and capacity of such Responsible Officer thereof authorized (b) (and if a Borrowing is to act as a Responsible Officer be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase agreementrequest. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and certifications agreements as the Administrative Agent may reasonably require requests to evidence that WPZ is validly existing the increase in and in good standing in its jurisdiction allocations of organization; and (C) a favorable customary opinion Commitments. On the effective date of counsel to WPZan increase, relating to such increase agreementthe Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, addressed to the and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and each Lender if requested the total Commitments under, and for all purposes of, this Agreement shall be increased by the Administrative Agent or aggregate amount of such Lendersincrease. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may request: (i) additional Revolving Credit Commitments pursuant to any Commitment Increase and executed Joinder Agreement on one or more occasions after the Fifth Restatement Effective Date, additional Revolving Credit Commitments, by WPZan aggregate amount not to exceed $1,000,000,000. Each such addition under this Section 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) [Reserved]. (c) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (d) At the time of the sending of notice requesting additional Revolving Credit Commitments, the Company (in 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 notice to the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”Lenders). 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 whether or not it agrees to provide an additional Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the applicable amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Revolving Credit Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:Agent and its counsel (each, a “Commitment Increase and Joinder Agreement”). (Ae) If any Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Company shall determine the effective date (the “Additional Commitments Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Increase Additional Commitments Effective Date, Date signed by a Responsible Officer of the General Partner Company certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1i) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents Article 5 are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16(e), the representations and warranties contained in Section 5.05(a) and (2b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (ii) no Default exists before or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating after giving effect to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersaddition. (iiif) Any Borrower On each Additional Commitments Effective Date, each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under a “Revolving Credit Lender” for all purposes of this Agreement and (B) increase or decrease the Letter of other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of any Lender as an Issuing Bankexisting Revolving Credit Lender) or equal to (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment.

Increase in Commitments. (i) 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 Effective Date to cause one or more but excluding the Revolving Termination Date to request 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 Administrative Agent Commitments shall not exceed $1,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11. and the Issuing Banks (aggregate principal amount of the Revolving Loans converted into Term Loans pursuant to Section 2.15.). Each such approval not increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. 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 unreasonably withheld)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 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 Revolving Loans and Term 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 such Revolving Loans and Term Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(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 and Term Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall 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 (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (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. (ii) As a condition precedent to each increase pursuant to subsection (c)(ia)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuingexists; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLender. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the 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 2.9.1. 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 exists, Borrowers may request that the Commitments be increased and, upon such request, Administrative Agent shall have occurred hereunder and be continuinguse reasonable efforts in light of then current market conditions to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment; provided that (Ba) no each Lender which is a party to this Agreement immediately prior to such increase shall cause have the Aggregate Commitments first option, and may elect, to exceed $2,400,000,000fund its Pro Rata share of the amount of the increase in the Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Commitment), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so; (Cb) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (c) no Lender’s Lender shall have an obligation to Borrowers, Agents or any other Lender to increase its Commitment or its Pro Rata share of the Commitments, which decision shall be increased without such Lender’s consent, (D) such increase shall not result made in the increase sole discretion of each Lender; and (d) in no event shall the addition of any Borrower Sublimit and Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.9.1 increase the aggregate Commitments (Ei) such in any single instance by less than $100,000,000 or (ii) by an aggregate amount greater than $400,000,000 less the amount of any voluntary reductions under Section 5.3 hereof. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1 shall be evidenced amended by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZBorrowers to reflect such addition or such increase, and Administrative Agent shall deliver to the Administrative Lenders, Agents and Borrowers copies of such amended Schedule 1. Borrowers shall not be required to pay to the applicable Agent, for its own account, an administrative or arrangement fee for the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such foregoing increase in the Aggregate Commitments even if such fee requires the processing of any new Lender. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the applicable Agent for the Pro Rata benefit of those Lenders who increase their Commitment and any new Lenders, such fee to be based upon the increase in their Commitments only and not on their aggregate Commitments after giving effect to such increase. 2.9.2. If any requested increase in the Commitments is agreed to in accordance with Section 2.9.1 above, Administrative Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by Administrative Agent, with the execution consent and delivery approval of Borrowers, shall promptly confirm in writing to the Administrative Agent Lenders the final allocation of such increase as of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers , and each new Lender and each existing Lender that has increased its Commitment shall borrow purchase Loans and prepay Loans on L/C Obligations from each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to other Lender in an amount such that, after such purchase or purchases, the extent necessary to keep the amount of outstanding Loans of and L/C Obligations from each Lender ratable with shall equal such Lender’s revised Applicable Percentage after giving respective Pro Rata share of the U.S. Revolver Commitments and Canadian Revolver Commitments, as applicable, as modified to give effect to any nonratable increase in such increase, multiplied by the Aggregate Commitments under this Section. (ii) aggregate amount of Loans outstanding and L/C Obligations from all Lenders. As a condition precedent to each increase pursuant to subsection (c)(i) abovethe effectiveness of such increase, WPZ Borrowers shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) Agent a certificate dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the General Partner certifying that each terms of the conditions to such increase set forth in this Section 2.01(c) shall have occurred Agreement and been complied with and certification that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Section 9 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they were true ) and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates exists. Upon the request of resolutions any Lender, Borrowers shall deliver a new or other actionamended U.S. Revolver Note or Canadian Revolver Note, incumbency certificates and/or other certificates as applicable, reflecting the new or increased Commitment of a Responsible Officer each new or affected Lender, as of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersIncrease Effective Date. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The 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 Effective Date to cause one or more but excluding the Termination Date to request 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 $1,500,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 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, (D) such increase shall not result true and correct 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 all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time (a) during the period beginning on the Effective Date to cause one or more but excluding the Revolving Credit Termination Date to request increases in the Aggregate Commitments aggregate amount of the Revolving Commitments, (b) during the period from the Effective Date to but excluding the Termination Date for the 2020 Term Loans, to request the making of additional 2020 Term Loans (the “Additional 2020 Term Loans”), and (c) during the period from the Effective Date to by addingexcluding the Termination Date for the 2022 Term Loans to request the making of additional 2022 Term Loans (the “Additional 2022 Term Loans”; together with the Additional 2020 Term Loans, subject the “Additional Term Loans”), in each case, by 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 of the Administrative Agent Revolving Commitments and the Issuing Banks making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $2,500,000,000 (less the amount of any prepayments of the Term Loans). Each such approval not increase in the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and/or the making of any Additional Term Loans, 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 any such increase in the Revolving Commitments or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans 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, to provide a new Revolving Commitment, or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase of the Revolving Commitments or more financial institutions making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its 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 its Revolving Commitment Percentage (collectively, determined with respect to the “New 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 (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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 Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or 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 (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 Revolving Commitments or making of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseAdditional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of any such increase in the Increase Effective Date after giving effect to such increase, Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments or Additional Term Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer increase of the General Partner Revolving Commitments or Additional Term Loans; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii)(A) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, 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 increase in the aggregate amount of the Revolving Commitments and/or (B) a new Term Note of the applicable Class of Term Loans made by such Term Loan Lender executed by the Borrower, payable to such new Term Loan Lenders, and replacement Term Notes of the applicable Class executed by the Borrower payable to such existing Term Loan Lenders making such Additional Term Loans of such Class, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan of the applicable Class at the time of the making of such Additional Term Loans (excluding, in the case of the preceding clauses (A) and (B), any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of the Additional Term Loans pursuant to this Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

Increase in Commitments. (ia) WPZ shall have Anything in this Agreement to the optioncontrary notwithstanding, without the consent of the Lenders, at any time and from time to time prior to cause the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender in the applicable Tranche), request that one or more increases Persons (which may include any Lender, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, in the Aggregate Commitments case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by addinga Person that is not already a Lender, subject to the prior approval of the Administrative Agent and shall have consented to such Person being a Lender hereunder to the Issuing Banks extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such approval consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the US Tranche and $5,000,000 in the case of the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $75,000,000. No more than two Tranche Increases shall be made during the term of this Agreement. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Commitments or increase their existing applicable Commitments in an aggregate amount equal to the amount of the Tranche Increase. In the event that one or more of such Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement 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 other appropriate documentation reasonably acceptable to the Administrative Agent and executed by WPZthe Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment or other documentation and the Company shall deliver such authorization documentation and opinions of counsel as the Administrative AgentAgent shall reasonably request; provided, that no consent of any Lender not participating in such Tranche Increase shall be required. Notwithstanding anything to the contrary set forth herein, the New LendersAgents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such Tranche Increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such Tranche Increase, including processing Borrowing Requests and determining whether breakage amounts, if any, and Lenders increasing their Commitmentswill be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. (b) Notwithstanding the foregoing, if any, and which shall indicate the amount and allocation of such no increase in the Aggregate Commitments and (or in the Commitment of any Lender) or addition of a new Lender shall become effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to under 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 if any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists has occurred and is continuing; (B) such certificates continuing prior to the effectiveness of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with any such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenderswould arise after giving effect thereto. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject 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 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 has occurred hereunder and be continuingis continuing or would result therefrom, (B) no such increase shall cause the Aggregate Commitments upon notice 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, at any time after the New LendersClosing Date, if any, and Lenders increasing their the Borrower may request one or more Additional Term A Commitments, if anyone or more Additional Term B Commitments, or one or more Additional Revolving Credit Commitments (it being understood and which shall indicate agreed that (i) at the amount and allocation election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such increase loans instead of being implemented as increases in the Aggregate applicable Commitments and (ii) if the effective Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to be implemented; provided that (x) the final maturity date of any such increase new tranche of term loans shall be no earlier than the Maturity Date for the Term A Loans and (y) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant Weighted Average Life to this Section by Maturity of any such new tranche of term loans shall be no shorter than the execution and delivery remaining Weighted Average Life to the Administrative Agent Maturity 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 Term A Loans); provided that (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 in such addition, the Aggregate aggregate amount of Additional Term A Commitments, Additional Term B Commitments under and Additional Revolving Credit Commitments that have been added pursuant to this Section. Section 2.14 shall not exceed $150,000,000; (ii) As a condition precedent to each increase pursuant to subsection any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (c)(i) aboveprovided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term A Commitments, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form Additional Term B Commitments and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase Additional Revolving Credit Commitments set forth in clause (i) to this Section 2.01(c) shall have occurred and been complied with and thatproviso), before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any the final maturity date of any Additional Term A Loans shall be no earlier than the Maturity Date for the Term A Loans, (iv) the final maturity date of any Additional Term B Loans shall be no earlier than the Maturity Date for the Term B Loans, (v) the weighted average life to maturity of the Additional Term A Loans shall be no shorter than the remaining weighted average life to maturity of the Term A Loans, (vi) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (vii) no Lender shall be required to participate in the Additional Term A Commitments, the Additional Term B Commitments or the Additional Revolving Credit Commitments, (viii) the interest rate and amortization schedule applicable to the Additional Term A Commitments and the Additional Term B Commitments shall be determined by the Borrower and the lenders thereof and (ix) the Additional Term A Loans and the Additional Term B Loans shall have the option, by agreement with any Lender to (A) after consultation rank pari passu in right of payment and of security with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement Revolving Credit Loans and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankTerm Loans.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the 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 such Loans 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 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. No increase of the Commitments may be effected under this Section if either (x) a 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 or (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section y) any representation or warranty made or deemed made by the execution and delivery Borrower or any other Loan Party in any Loan Document to the Administrative Agent of the applicable commitment increase agreement shall be which such Loan Party is a “Lender” for all purposes under this Agreement party is not (or would not be) true or correct 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 effective date of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request, (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments and (c) the Borrower shall deliver, or cause to act be delivered, such modifications to any of the Security Documents, and endorsements to any title insurance polices relating to any of the Collateral Properties, in each case, as a Responsible Officer the Agent may request to evidence the increase of the aggregate amount of the Commitments, and in connection therewith, and the Borrower will pay any and all stamp, intangible, registration, recordation and similar taxes, fees or charges which may be payable or determined to be payable in connection with the execution, delivery or recording of any such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed modifications to the Administrative Agent and each Lender if requested by Security Documents, Lenders will cooperate reasonably with Borrower to structure the Administrative Agent or such Lendersreplacement of documents so as to minimize applicable taxes. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ At any time after the Effective Date, the Parent Borrower 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), request at any time or from time to time that the total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to cause this Section 2.22 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.22 shall not exceed $250,000,000, (ii) each such request of the Parent Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any 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. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more increases banks or other financial institutions (any bank or other financial institution increasing its Commitment or providing a new Commitment pursuant to this Section 2.22 being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld); provided further that any Commitment extended or increased pursuant to this Section 2.22 shall be in a minimum amount of $10,000,000 (or, if less, the balance of the unsubscribed amount of the requested increase in total Commitments). In addition, the Parent Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), increase the Commitments on a single occasion on or prior to February 29, 2012, in an aggregate amount not to exceed the difference between $1,500,000,000 and the aggregate amount of the Commitments on the Effective Date by obtaining from Lenders (including any Augmenting Lenders) new Commitments or increases of existing Commitments. Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Parent Borrower, the Administrative Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an amendment to this Agreement one providing for such increased or more financial institutions as Lenders additional Commitments. Notwithstanding the foregoing, no increase in the total Commitments (collectivelyor in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, the “New Lenders”conditions set forth in Section 4.02(a) or by allowing one or more Lenders and 4.02 (b) shall be satisfied (as though a Borrowing were being made on such date, with all references in such Section to a Borrowing being deemed to be references to such increase their respective Commitments; provided however that: (A) prior to and after without giving effect to the increase, no Default or Event of Default shall have occurred hereunder parenthetical in Section 4.02(a)) 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 shall have received a certificate to that effect dated such date and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Financial Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersParent Borrower. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrowers 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 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 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 continuingcontinuing (or would result therefrom), with the consent of the Majority Lenders (B) no such which consent shall not be unreasonably withheld), to increase shall cause the total amount of the Aggregate Commitments hereunder by (a) first, accepting the offer of any existing Lender or Lenders to exceed $2,400,000,000, increase its (Cor their) no Lender’s Commitment shall be increased without such Lender’s consent, (Dor Commitments) up to the amount of any such increase shall not result in the increase of any Borrower Sublimit and (E) which such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable offered first to the Administrative Agent and executed by WPZ, the Administrative Agent, then (to the New extent any such increase is not fully underwritten by the Administrative Agent) to the existing other Lenders); and/or (b) second, if any, and Lenders increasing their Commitments, if any, and which shall indicate accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount and allocation (or aggregate amount) of any such increase in to the Aggregate Commitments and the effective date of extent any such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section is not fully underwritten by the execution and delivery to the Administrative Agent or existing Lenders; provided, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans are outstanding hereunder on the date that any such increase is to become effective, the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans reflect the Commitment Percentages 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 Lenders after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date2.7, and (2iii) in no Default or Event event shall any such increase result in the amount of Default exists and is continuing; the Aggregate Commitment exceeding $100,000,000. Any increase to the Aggregate Commitment pursuant to clause (Ba) such certificates of resolutions or other action, incumbency certificates and/or other certificates the first sentence of this Section 2.7 shall become effective upon the execution of a Responsible Officer Commitment Increase Supplement in the form of Exhibit K-1 hereto, executed by the General Partner as the Administrative Agent may reasonably require evidencing the identityBorrowers, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each the increasing Lender if requested or Lenders and any increase to the Aggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.7 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit K-2 hereto by the Borrowers, the Administrative Agent and relevant new Lender or such Lenders. (iii) Any Borrower . The Administrative Agent shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment forward copies of any Lender as an Issuing Banksuch supplement to the Lenders promptly upon receipt thereof.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request 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 (including the existing Commitments) shall not exceed $75,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 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 Revolving 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 such Revolving 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such LIBOR 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 continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by each Guarantor authorizing the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementincrease, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (Cii) a favorable customary an opinion of counsel to WPZ, relating to such increase agreementthe Borrower and the Guarantors, addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders. Agent, and (iii) Any Borrower shall have new Revolving Notes executed by the optionBorrower, payable to any new Lenders and replacement Revolving Notes executed by agreement 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. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.12. any Lender to (A) after consultation with becoming a party hereto shall execute such documents and agreements as the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankAgent may reasonably request.

Increase in Commitments. (i) WPZ shall have At any time prior to the optionMaturity Date, without the consent of Borrowers may effectuate up to two separate increases in the Lendersaggregate Commitments (each such increase being a "Commitment Increase”), from time to time to cause by designating either one or more increases of the existing Lenders (each of which, in the Aggregate Commitments by addingits sole discretion, subject may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the prior approval of the Applicable Administrative Agent and the Applicable Issuing Banks Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Commitment or Canadian Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such approval not to be unreasonably withheldbank or financial institution (an “Additional Lender”), to become a party to this Agreement one or more financial institutions as Lenders (collectivelyAgreement; provided, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: however, that (A) prior to and after giving effect to the increase, no Default or Event of Default aggregate Canadian Commitments shall have occurred hereunder and be continuingnot at any time exceed $75,000,000, (B) no such increase other than as set forth in clause (C) below, each Commitment Increase shall cause the Aggregate Commitments to exceed be of at least $2,400,000,00050,000,000, (C) no Lender’s each Commitment Increase which only increases the aggregate Canadian Commitments shall be increased without such Lender’s consentof at least $10,000,000, (D) such increase the aggregate amount of all Commitment Increases shall not result in the increase of any Borrower Sublimit exceed $100,000,000, and (E) such increase all Commitments and Advances provided pursuant to a Commitment Increase shall be evidenced available on the same terms as those applicable to the existing Commitments and Advances. The sum of the increases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (f) to the Administrative Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be construed to create any obligation on any of the Administrative Agents or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (ii) A Commitment Increase shall become effective upon (A) the receipt by a commitment increase each Administrative Agent of (1) an agreement in form and substance reasonably acceptable satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and executed by WPZeach Additional Lender, setting forth the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, of each such Lender and which shall indicate setting forth the amount and allocation agreement of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes each Additional Lender to become a New Lender pursuant party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase as the Applicable Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iv), and (C) receipt by the execution and delivery to the US Administrative Agent of a certificate of an authorized officer of the applicable commitment increase agreement shall be a “Lender” for US Borrower stating that, both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, and that all purposes under representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct as of such earlier date. (iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the applicable Advances shall take into account the actual US Commitment and Canadian Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.” (f) Section 2.7(c) of the Credit Agreement is hereby amended by adding the following new clause (iv) to the end thereof: (iv) If a Commitment Increase Effective Date. The Borrowers is effected as permitted under Section 2.1(f), the US Borrower shall borrow prepay any US Advances outstanding on such Increase Date and the Canadian Borrower shall prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) Canadian Advances to the extent necessary to keep the outstanding Loans of each Lender Canadian Advances and the outstanding US Advances ratable with such Lender’s to reflect the revised Applicable Percentage after giving effect to any nonratable increase Percentages arising from such Commitment Increase. Any prepayment made by US Borrower in accordance with this clause (iv) may be made with the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to proceeds of Advances made by all the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer Lenders in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation Commitment Increase occurring simultaneously with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankprepayment.”

Increase in Commitments. (i) WPZ Subject to satisfaction of the conditions set forth in this Section 2.17, the Borrower shall have the option, without right to increase the consent aggregate amount of the Lenders, from time to time to cause one or more increases Commitments (which may be in the Aggregate form of an increase to any existing Class of Commitments or Loans or the incurrence of a new Class of Commitments or Loans, including term loans) up to three (3) times 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 $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). 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 and the Fees to be unreasonably withheld)paid for such increased Commitments. 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 one in connection with any such requested increase must be an Eligible Assignee. If a new Lender of a given Class becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (collectivelydetermined with respect to the Lenders’ respective Commitments of such Class, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class 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 of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. 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: (w) 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 exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, 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 Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority request and capacity of such Responsible Officer thereof authorized (2) provide to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. Each of the parties hereto hereby agrees that, upon the effectiveness of any incremental Commitments available pursuant to this Section 2.17, this Agreement shall be amended to the extent necessary to reflect the existence of such incremental Commitments and the Loans evidenced thereby, and any joinder agreement or cease amendment (each an “Incremental Joinder Agreement”) may, notwithstanding anything else herein to be an Issuing Bank under the contrary, without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 (B) increase or decrease including any amendments that are not adverse to the Letter of Credit Commitment interests of any Lender that are made to effectuate changes necessary to enable any incremental Commitment (or Loan) that is intended to be of the same Class as an Issuing Bankany other Commitment (or Loan) in existence on the date of effectiveness thereof to be of such same Class, as applicable).

Increase in Commitments. (i) WPZ The Borrower shall have the option, without right to increase the consent aggregate amount of the LendersCommitments up to three (3) times by providing written notice to the Administrative Agent, from time which notice shall be irrevocable once given; provided, however, that after giving effect to time any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to cause one or more increases this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent 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 and the Fees to be unreasonably withheld)paid for such increased Commitments. 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 one or more financial institutions as Lenders (collectivelyin connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Term Loan Commitments of a given Class, the “New applicable Term Loan Availability Period for such Class shall not apply to such increased Term Loan Commitments. If a new Lender of a given Class becomes a party to this Agreement, or if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (determined with respect to the Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments of such Class, as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class 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 of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. 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: (w) 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 exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, 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 Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including, without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

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, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Commitments established pursuant to this Section shall be regarded as Commitments hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of, the Loans of the 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 new Commitment, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. (b) Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase (or would result from such proposed increase or from 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 application of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseproceeds thereof, (1y) the representations and warranties (of the Borrower and each other than Added L/C Representations) Loan Party contained in this Agreement and the Article VI or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (2a) no Default and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists the Borrower or Guarantor, as applicable, of (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a)(v) or such other actionform acceptable to the Administrative Agent, incumbency certificates and/or other certificates and (iii) to the extent requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the amount of their Commitment. Any Lender receiving such a Responsible Officer of replacement Note shall promptly return to the General Partner Borrower the Note that was replaced. In connection with any increase in the Commitments established pursuant to this Section 2.16, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request. The Borrower shall pay such fees to the identityAdministrative Agent, authority for its own account and capacity for the benefit of the Lenders providing such additional Commitments, as determined at the time of such Responsible Officer thereof authorized to act as a Responsible Officer increase. (c) If in connection with an Increase Request, a new Lender becomes a party to this Agreement or 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 Applicable Revolving Percentage (determined with respect to the Lenders’ respective Commitments after giving effect to the requested increase agreementof Commitments) of any outstanding Loans, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed by making available to the Administrative Agent and each Lender for the account of such other Lenders, in same day funds, an amount equal to the portion of the outstanding principal amount of such Loans to be purchased by such Lender. The Borrower shall pay to the Lenders amounts payable, if requested by the Administrative Agent or any, to such LendersLenders under Section 3.05 as a result of any resulting prepayment of any such Loans. (iiid) Any Borrower This Section shall have supersede any provisions in Section 2.14 or 11.01 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without right at any time after the consent of Effective Date and prior to the Lenders, from time applicable Termination Date to time to cause one or more request (a) increases in the Aggregate aggregate amount of Revolving Commitments by addingthen in effect, subject (b) prior to the prior approval Availability Period Termination Date, increases in the aggregate amount of Delayed Draw Term Loan Commitments or (c) additional term loan facilities or increases to any previously effected additional term loan facilities, in any case, by providing written notice thereof in reasonable detail to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases or additional term loan facilities the aggregate amount of all Commitments provided under this Agreement shall not exceed $2,000,000,000. Each such request to increase any existing Commitments or receive additional term loan facilities must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or, in each case, in such less amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such approval not increase or such additional term loan facilities, as applicable, so as to achieve a syndication of such request reasonably satisfactory to the Administrative Agent and the Borrower, 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 any such request and the allocations of the Commitments related to such request as among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase any of 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 or more financial institutions additional term loan facilities, as applicable, must be an Eligible Assignee. In the case of any increase in the Commitments or Loans of an existing Class, if a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall, to the extent applicable, on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class) (and as a condition thereto) purchase from the other Lenders of such Class its Revolving Commitment Percentage or applicable Term Loan Commitment Percentage, if and as applicable (collectively, determined with respect to the “New applicable Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to and Commitments of such Class after giving effect to the increaseincrease of the Commitments of such Class), of any outstanding Loans of such Class, by making available to the Administrative Agent for the account of such other Lenders of such Class, in Same Day Funds, an amount equal to (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender of such Class, plus (B) in the case of an increase in Revolving Commitments, 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 of such Class. The Borrower shall pay to the Lenders of such Class amounts payable, if any, to such Lenders under ‎Section 5.4 as a result of the prepayment of any such Loans of such Class. Effecting any increase of the Commitments of any Class and effecting any additional term loan facilities, as applicable, under this Section 2.17 is, in each case, subject to the satisfaction of 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”). Each financial institution that becomes 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 or waived or consented to this Section by the execution applicable Lenders in accordance with the provisions of ‎Section 13.6, and delivery to (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: : (Ai) a certificate dated as of if not previously delivered to the Increase Effective DateAdministrative Agent, signed current copies certified by a Responsible Officer of each Loan Party of (A) in the General Partner certifying that each case of the conditions Borrower, all corporate or other necessary action taken by the Borrower to authorize such increase and (B) in the case of each Guarantor, all corporate or other necessary action taken by such Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the applicable Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Revolving Notes or Term Notes, as applicable, executed by the Borrower, payable to any such new Lenders and replacement Revolving Notes or Term Notes, as applicable, executed by the Borrower, payable to any such existing Lenders increasing their respective Commitments of such Class, any such lenders providing new Commitments or otherwise reflecting such Lender’s new respective aggregate Commitments of any applicable Class, in each case, in the amount of such Lender’s Commitment of such Class at the time of, and after giving effect to, the effectiveness of the applicable increase in the applicable Commitments of such Class or additional term loan facilities, as applicable. Each increase in the aggregate amount of any Commitments hereunder and each additional term loan facility effected, in each case, pursuant to this Section 2.17 shall be effected pursuant to an amendment to this Agreement effecting such increase or such additional term loan facility, as applicable, and, to the extent not set forth in this Section 2.01(c) Agreement, shall have occurred and been complied with and that, before and after giving effect include such terms applicable to such increaseincrease or additional term loan facility, as applicable. In connection with any increase in the aggregate amount of any Commitments pursuant to this ‎Section 2.17 any Lender becoming a party hereto shall (1) the representations execute such documents and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing the identity, authority request and capacity of such Responsible Officer thereof authorized (2) provide to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease Anti-Money Laundering Laws, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request 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 $1,000,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 Parent, 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, (D) such increase shall not result in the increase of any Borrower Sublimit true 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 correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving 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 General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, At any time and from time to time prior to cause the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender in the applicable Tranche), request that one or more increases Persons (which may include the Lenders in the Aggregate applicable Tranche, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, in the case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by addinga Person that is not already a Lender, subject to the prior approval of the Administrative Agent and shall have consented to such Person being a Lender hereunder to the Issuing Banks extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such approval consent not to be unreasonably withheld), . The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the US Tranche and $5,000,000 in the case of each of the Foreign Tranche and Malaysian Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this Agreement paragraph (a) exceed $150,000,000. The Company may arrange for one or more banks or other financial institutions as Lenders (collectivelyinstitutions, which may include any Lender, to extend applicable Tranche Commitments or increase their existing applicable Tranche Commitments in an aggregate amount equal to the “New Lenders”) or by allowing amount of the Tranche Increase. In the event that one or more Lenders of such Persons offer to increase their or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Commitments; provided however that: Persons making such offers and the fees (Aif any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment. Notwithstanding anything to the contrary set forth herein, the Agents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such an increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and after giving effect to the otherwise administer such increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. (b) Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section if any Default or Event of Default shall have has occurred hereunder and be continuing, (B) no is continuing prior to the effectiveness of 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 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 or would arise after giving effect to any nonratable increase in the Aggregate Commitments under this Sectionthereto. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) 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 Effective Date to cause one or more but excluding the Termination Date to request 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 $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 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, (D) such increase shall not result true and correct 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 all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

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 (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 Revolving Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to or the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as making of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseAdditional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained made or deemed made by any Borrower in this Agreement and the other any Loan Documents are 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 the Increase Effective Date after giving effect to such increase, date except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists and is continuing; (B) such certificates of resolutions all corporate, partnership or other actionnecessary action taken by the Borrowers to authorize such increase in the Revolving Commitments or the borrowing of Additional Term Loans, incumbency certificates and/or other certificates as applicable; (ii) an opinion of a Responsible Officer counsel to the Borrowers and 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 General Partner effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (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 require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iiie) Any Borrower shall have the option, The Credit Agreement is further amended by agreement with any Lender to (Arestating Section 6.1.(x) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender thereof in its entirety as an Issuing Bank.follows:

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right from time to time to cause one or more request 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 $1,500,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof (or, in each case, in such less amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such approval not increase in the Commitments so as to achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, including 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 and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. 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 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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. Each such purchase shall be deemed a prepayment of a Revolving Loan, and 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 Revolving 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 continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise 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 or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7., and (2z) no Default the Administrative Agent shall have received each of the following: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase, and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase, incumbency certificates and/or other certificates in each case, in form and substance satisfactory to the Administrative Agent; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Responsible Officer Lender that has requested not to receive a Revolving Note, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving 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 General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (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 and executed by WPZAgent), the Administrative Agent, Borrowers shall have the New Lenders, if any, and Lenders increasing their right to request an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, if anyeither 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 which shall indicate to 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 extent required by the execution and delivery to the Administrative Agent of and applicable Lenders, different terms and conditions from the applicable commitment existing Delay Draw Commitments) provided that (i) any such request for an increase agreement shall be in 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 minimum amount of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. $10,000,000, (ii) As a condition precedent to each increase pursuant to subsection the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (c)(iiii) above, WPZ the identity of any such new Lender shall deliver 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 rights and obligations of a “Lender” hereunder, (v) the procedures and requirements described in Section 2.08 have been satisfied, and (vi) the Borrowers shall have paid to the extent requested Administrative Agent 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 on the Administrative Agent, the following part of any Lender to increase its Delay Draw Commitment hereunder at any time. (b) Any amendment hereto for such an increase shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent: , the Borrowers and each Lender being added or increasing its Delay Draw Commitment. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) a certificate dated as certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Increase Effective DateBorrowers, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseincrease or addition, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and (except that any representation or warranty which by its terms is made as of the Increase Effective Date after giving effect a specified date shall be required to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were be true and correct in all material respects only as of such earlier specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementexists, and such (ii) legal opinions and documents and certifications as consistent with those delivered on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZClosing Date, relating to such increase agreement, addressed to the Administrative Agent and each Lender if extent reasonably requested by the Administrative Agent or such LendersAgent. (iiic) Any Borrower shall have Within a reasonable time after the optioneffective date of any increase or addition, by agreement with any Lender to (A) after consultation with the Administrative AgentAgent shall, cause and is hereby authorized and directed to, revise the Commitment Schedule to reflect such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease addition and shall distribute such revised Commitment Schedule to each of the Letter Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of Credit Commitment of any Lender as an Issuing Bankthis Agreement.

Increase in Commitments. (i) WPZ The Borrowers shall have the optionright at any time prior to the Commitment Termination Date (but not more frequently than once per calendar year) to increase the aggregate Commitments hereunder by an aggregate amount as to all such increases not exceeding $100,000,000. Each Lender that is a party to this Agreement at the time the Borrowers provide the Agent with a notice that it wishes to increase the Commitments pursuant to this Section 2.15 (each such Lender, without an "Increasing Commitment Lender") shall have the consent right, but not the obligation, to increase its Commitment pursuant to this Section 2.15, the allocation of such Commitment increase among all Increasing Commitment Lenders to be pro rata in accordance with the aggregate amount of the proposed Commitment increases of such Lenders. If the Borrowers desire to increase the aggregate amount of the Commitments by an amount that exceeds the amount that the Increasing Commitment Lenders, from time if any, agree to time to cause one or more increases in the Aggregate increase their Commitments by adding(the "Increased Commitment Deficit Amount"), subject the Borrowers shall have the right to additionally increase the Commitments by an amount up to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), Increased Commitment Deficit Amount by adding to this Agreement one or more financial institutions other lenders, (each such lender an "Additional Lender") with the approval of the Agent (which approval shall not be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Agent pursuant to which such Additional Lender shall undertake a Commitment, which Commitment shall be in an amount at least equal to twenty-five million dollars ($25,000,000), or the Increased Commitment Deficit Amount, if less, or a larger multiple of one million dollars ($1,000,000), and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as Lenders the "Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15 shall be effective unless: (collectively, a) the “New Lenders”Borrowers shall have given the Agent notice of any such increase at least three Business Days prior to any such Increased Commitment Date; (b) no Default or Acceleration Event shall have occurred and be continuing as of the date of the notice referred to in the foregoing Section 2.15(a) or by allowing one or more Lenders to increase their respective Commitmentson the Increased Commitment Date; provided however that: (Ac) prior to both as of the Increased Commitment Date 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 to occur on such Date, the Guarantor's ▇▇▇▇▇'▇ Rating and the effective date of such increase S&P Rating shall be at least equal to "A3" and "A-", respectively; and (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent d) there shall have been no reduction 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 Commitments pursuant to Section 2.162.05(a) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect on or prior to any nonratable increase in the Aggregate Commitments under this Sectionsuch Increased Commitment Date. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the optionright, without the consent of the Lendersexercisable two (2) times, from time to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments within twenty four months following the Agreement Date by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $200,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the 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 such Loans 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 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. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on 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 effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s two-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. For a period of 90 days following the Closing Date, the Arranger (in consultation with the Documentation Agent) and the Company shall have the right to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment, provided that (i) WPZ each financial institution that becomes a Lender shall have the optionagree to become party to, without the consent of the Lendersand shall assume and agree to be bound by, from time to time to cause one or more increases in the Aggregate Commitments by addingthis Agreement, subject to all terms and conditions hereof; (ii) the prior approval Administrative Agent shall not have any obligation to the Borrowers or to any Lender to solicit additional financial institutions or any increase in the Commitment of any Lender pursuant to this Section 2.01(b); (iii) no Lender shall have an obligation to the Borrowers, the Agents or any other Lender to increase its Commitment or its Ratable Share; and (iv) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender increase the Commitments to an amount greater than $130,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1.01(B) shall be amended by the Administrative Agent and the Issuing Banks (Borrowers to reflect such approval not to be unreasonably withheld), to this Agreement one addition 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 such 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, shall deliver to the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date Company a copy of such increase (the “Increase Effective Date”revised Schedule 1.01(B). Each financial institution If, at any time that becomes a New Lender the Commitments are increased pursuant to this Section by 2.01(b), there are Revolving Credit Loans then outstanding, each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Credit Loans from each other Lender in an amount such that, after such purchase or purchases, the execution and delivery 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 outstanding Revolving Credit 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 from each Lender ratable with shall equal such Lender’s revised Applicable Percentage after giving effect 's respective Ratable Share, as modified to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving give effect to such increase, (1) multiplied by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in aggregate amount of Revolving Credit Loans outstanding from all material respects on and as of the Increase Effective Date after giving effect to such increase, except to Lenders. To the extent that such representations and warranties specifically refer to an earlier dateany outstanding Revolving Credit Loans bear interest at the Euro-Rate Option, the Borrowers shall pay any additional costs described in which case they were true and correct in all material respects as of such earlier date, and (2Section 4.06(b) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested incurred by the Administrative Agent or such Lendersany Lender. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (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, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Commitments established pursuant to this Section shall be regarded as Commitments hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of, the Loans of the 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 new Commitment, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. (b) Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase (or would result from such proposed increase or from 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 application of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseproceeds thereof, (1y) the representations and warranties (of the Borrower and each other than Added L/C Representations) Loan Party contained in this Agreement and the Article VI or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (2a) no Default and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists the Borrower or Guarantor, as applicable, of (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a)(v) or such other actionform acceptable to the Administrative Agent, incumbency certificates and/or other certificates and (iii) to the extent requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the amount of their Commitment. Any Lender receiving such a Responsible Officer of replacement Note shall promptly return to the General Partner Borrower the Note that was replaced. In connection with any increase in the Commitments established pursuant to this Section 2.16, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request. The Borrower shall pay such fees to the identityAdministrative Agent, authority for its own account and capacity for the benefit of the Lenders providing such additional Commitments, as determined at the time of such Responsible Officer thereof authorized to act as a Responsible Officer increase. (c) If in connection with an Increase Request, a new Revolving Lender becomes a party to this Agreement or any existing Revolving Lender is increasing its Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Applicable Revolving Percentage (determined with respect to the Revolving Lenders’ respective Commitments after giving effect to the requested increase agreementof Commitments) of any outstanding Revolving Loans, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed by making available to the Administrative Agent and each Lender for the account of such other Revolving Lenders, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender. The Borrower shall pay to the Revolving Lenders amounts payable, if requested by the Administrative Agent or any, to such LendersRevolving Lenders under Section 3.05 as a result of any resulting prepayment of any such Revolving Loans. (iiid) Any Borrower This Section shall have supersede any provisions in Section 2.14 or 11.01 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right exercisable 4 times to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments following the Agreement Date by addingproviding written notice to the 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 $600,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Administrative Agent shall promptly notify each Lender of any such request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including selecting from among the existing Lenders and/or other banks, financial institutions and other institutional lenders those to be approached with respect to such increase and making the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, subject to the prior Borrower’s approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldwithheld or delayed), . No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans and the aggregate amount of payments previously made by the Lenders under Section 2.3.(j) and not reimbursed by the Borrower, no 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 Revolving Loans and such payments 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 such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on 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 effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s four-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, without 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 $275,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with and with the consent of the LendersBorrower, from time to time to cause one or more increases shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent 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 ’ relative 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 immediately available funds, an amount equal to the sum of (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 2.2.(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 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, (D) such increase shall not result true and accurate 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 all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate, partnership or other necessary action taken by the Parent and is continuing; the Borrower to authorize such increase and (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Parent, incumbency certificates and/or other certificates the Borrower and the Guarantors, 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 Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) 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 Effective Date to cause one or more but excluding the Termination Date to request 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 $1,500,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 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, (D) such increase shall not result true and correct 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 all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have At any time after the optionEffective Date and no more than two times during any calendar year, without the consent of Borrower may, by written notice to the LendersPaying Agent, request at any time or from time to time that the Total Commitments be increased; provided that the aggregate amount of each such increase pursuant to this Section 2.19 shall not be less than $20,000,000 and the aggregate amount of all such increases pursuant to this Section 2.19 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000. Any 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. The Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the requested amount of the increase in the Aggregate Commitments by addingTotal Commitments; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Paying Agent and the Issuing Banks (such approval not to be unreasonably withheld), . Increases of Commitments and new Commitments created pursuant to this Agreement one or more financial institutions as paragraph (a) shall become effective upon the execution and delivery by Parent, the Borrower, the Paying Agent and any Lenders (collectively, the “New including any Augmenting Lenders”) or by allowing one or more Lenders agreeing to increase their respective existing Commitments or extend new Commitments; provided however that: (A) prior to and after giving effect , as the case may be, of an agreement providing for such increased or additional Commitments, subject to the increasesatisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date); provided that for purposes of this Section, the effective representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements available on the date of such increase and (ii) the “Increase Effective Date”)Paying Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of Parent and the Borrower. Each financial institution that becomes a New The Borrower is not required to offer any Lender an opportunity to participate in any increase pursuant to this Section by the execution and delivery 2.19 and, if offered an opportunity to the Administrative Agent of the applicable commitment increase agreement participate, a Lender 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 not have any additional amounts required pursuant obligation 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 Sectionparticipate. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (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 $1,250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 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 (collectivelyits Commitment Percentage or, in the case of a Lender increasing its Commitment, the “New amount of the increase in its Commitment Percentage (determined with respect to the 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor, incumbency certificates and/or other certificates if any, authorizing the guaranty of a Responsible Officer such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments unless either such Lender requests that it not receive such Revolving Notes, in the amount of such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Revolving Credit Commitments or Term Loan Commitments (or both) by addingproviding written notice to the Administrative Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Credit Commitments shall not exceed $600,000,000 and the Outstanding Amount of the Term Loan shall not exceed $400,000,000. Each such increase in the Revolving Credit Commitments or Term Loan Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Credit Commitments and Term Loan 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 Revolving Credit Commitments and Term Loan Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Notwithstanding the foregoing, participation in all or any portion of such increase of the Revolving Credit Commitments and Term Loan Commitments shall be offered by the Arrangers to any existing Lender selected by the Borrower or to any other bank, financial institution or other institutional lender selected by the Borrower, subject to the prior approval of the Administrative Agent and to the Issuing Banks extent set forth in clause (such approval not w) of subsection (d) below. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Revolving Credit Commitment or Term Loan Commitment. (b) If a new Lender becomes a party to this Agreement one as a Revolving Credit Lender, or more financial institutions if any existing Revolving Credit Lender is increasing its Revolving Credit Commitment, such Lender shall on the date it becomes a Revolving Credit Lender hereunder or, in the case of an existing Revolving Credit Lender, increases its Revolving Credit Commitment (and as a condition thereto) purchase from the other Revolving Credit Lenders its Revolving Credit Commitment Percentage (collectively, determined with respect to the “New Revolving Credit Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to ’ relative Revolving Credit Commitments and after giving effect to the increaseincrease of Revolving Credit Commitments) of any outstanding Revolving Credit Loans, by making available to the Administrative Agent for the account of such other Revolving Credit Lenders, in immediately available funds, an amount equal to the sum of (A) the portion of the Outstanding Amount of such Revolving Credit Loans to be purchased by such Revolving Credit Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the Outstanding Amount of such Revolving Credit Loans. The Borrower shall pay to the Revolving Credit Lenders amounts payable, if any, to such Revolving Credit Lenders under Section 5.4. as a result of the prepayment of any such Revolving Credit Loans. (c) If pursuant to this Section 2.16. one or more Additional Term Loan Lenders shall agree to make an Additional Term Loan Advance, such Additional Term Loan Advance shall be made, on a date agreed to by the Borrower, the Administrative Agent and the Additional Term Loan Lender, in accordance with the following conditions and procedures: (i) Not later than 1:00 p.m. at least one (1) Business Day prior to a borrowing of Base Rate Loans comprising all or a portion of an Additional Term Loan Advance and not later than 1:00 p.m. at least three (3) Business Days prior to a borrowing of LIBOR Loans comprising all or a portion of an Additional Term Loan Advance, the Borrower shall deliver to the Administrative Agent (A) a Notice of Borrowing with respect to such Additional Term Loan Advance and (B) Notices of Continuation and/or Notices of Conversion with respect to the then outstanding Term Loan, such that, on the date of the Additional Term Loan Advance, the Term Loan then outstanding and the Additional Term Loan Advance shall be combined so that all Term Loan Lenders (including the Additional Term Loan Lender) hold pro rata amounts of each portion of the Term Loan (including the Additional Term Loan Advance) of each Type and Interest Period in their respective Term Loan Commitment Percentages as determined after giving effect to the Additional Term Loan Advance. Each such Notice of Borrowing, Notice of Conversion and Notice of Continuation shall specify the Type of the Term Loan (or Additional Term Loan Advance, as applicable), and if such portion of the Term Loan (or Additional Term Loan Advance, as applicable), is to be a LIBOR Loan, the Interest Period therefor, all in accordance with the provisions of the immediately preceding sentence. Such notices shall be irrevocable once given and binding on the Borrower. (ii) Each Additional Term Loan Lender shall deposit an amount equal to its Additional Term Loan Commitment with the Administrative Agent at the Principal Office, in immediately available funds not later than 10:00 a.m. on the date on which it has agreed to make such Additional Term Loan Advance. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower at the Principal Office, not later than 1:00 p.m. on such date the proceeds of such amounts received by the Administrative Agent. (iii) The Borrower shall pay to the Term Loan Lenders amounts payable, if any, to such Term Loan Lenders under Section 5.4. as a result of the Conversion of any portion of the Term Loan as provided above. (d) The increase of the Revolving Credit Commitments and any Additional Term Loan Advance under this Section are subject to the following conditions precedent: (w) the Administrative Agent’s approval (which approval shall not be unreasonably withheld or delayed) of any new Lender (other than an Eligible Assignee), (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 Credit Commitment or such Additional Term Loan Advance, (y) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section representations and warranties made or deemed made by the execution Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and delivery correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in 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 (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by this Agreement, and (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: : (i) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (A) a certificate dated as of all corporate, partnership, member or other necessary action taken by the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions Borrower to authorize such increase set forth in this Section 2.01(c) shall have occurred the Revolving Credit Commitments or Additional Term Loan Advance and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates necessary action taken by each Guarantor authorizing the guaranty of such increase in the Revolving Credit Commitments or Additional Term Loan Advance; (ii) a Responsible Officer of supplement to this Agreement executed by the General Partner Borrower and any Lender increasing its Commitment or issuing a new Commitment confirming such increase or new Commitment which supplement may include such amendments to this Agreement as the Administrative Agent may deems reasonably require evidencing necessary or appropriate to implement the identitytransactions contemplated by this Section 2.16., authority and capacity together with the consent of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationGuarantors thereto; and (Ciii) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or any new Lender or Lender increasing its Revolving Credit Commitment or any Additional Term Loan Lender, an opinion of counsel to the Loan Parties, and addressed to the Administrative Agent and the Lenders covering such Lenders. matters as reasonably requested by the Administrative Agent; (iiiiv) Any if requested by any new Revolving Credit Lender or any existing Revolving Credit Lender increasing its Revolving Credit Commitment, a new Revolving Credit Note executed by the Borrower, payable to any new Lenders and a replacement Revolving Credit Note executed by the Borrower, payable to any existing Revolving Credit Lender increasing its Revolving Credit Commitments, in the amount of such Lender’s applicable Revolving Credit Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the applicable Revolving Credit Commitments and (v) if requested by any Additional Term Loan Lender, a new Term Loan Note or replacement Term Loan Note executed by the Borrower shall have payable to such Additional Term Loan Lender in the option, by agreement with any Lender to amount of (A) after consultation with the Administrative Agent, cause such its Term Loan Commitment if it is a new Term Loan Lender to become or cease to be an Issuing Bank under this Agreement and (B) the sum of the then Outstanding Amount of its Term Loan and the amount of its Additional Term Loan Commitment if it was theretofore a Term Loan Lender. In connection with any increase in the aggregate amount of the Revolving Credit Commitments or decrease the Letter of Credit Commitment of any Additional Term Loan Advance pursuant to this Section 2.16. any Lender increasing or issuing a new Commitment shall execute any other documents and agreements as an Issuing Bankthe Administrative Agent may reasonably request.

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, Lenders to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower. (b) The Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.5(c)(ii), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent respects(except that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Sections 6.17, 6.18 and is continuing; (B) 6.19, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower. (iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time. (Bd) increase or decrease On such Increase Date, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s applicable pro rata share of such Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Increase Date in accordance with its Commitment on such date as a percentage of the aggregate Commitment on such date) without further action by any Lender as an Issuing Bankparty.

Increase in Commitments. (ia) WPZ shall have At any time after the optionEffective Date and no more than two times during any calendar year, without the consent of Borrower may, by written notice to the LendersAdministrative Agent, request at any time or from time to time that the Total Commitments be increased; provided that the aggregate amount of each such increase pursuant to this Section 2.19 shall not be less than $20,000,000 and the aggregate amount of all such increases pursuant to this Section 2.19 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000; and provided further that if the Bank of America Commitment is effective, any increase in Commitments pursuant to this Section 2.19 shall be agreed and consented to by Bank of America, N.A. (unless, for the avoidance of doubt, the Bank of America Commitment is being terminated in connection with such increase). Any 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. The Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the requested amount of the increase in the Aggregate Commitments by addingTotal 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 approval not to be unreasonably withheld), . Increases of Commitments and new Commitments created pursuant to this Agreement one or more financial institutions as Lenders paragraph (collectivelya) shall become effective upon the execution and delivery by the Parent, 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 increaseBorrower, 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 any Lenders (including any Augmenting Lenders, if any, and Lenders increasing ) agreeing to increase their existing Commitments or extend new Commitments, if anyas the case may be, and which shall indicate of an agreement providing for such increased or additional Commitments, subject to the amount and allocation satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Aggregate Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date); provided that for purposes of this Section, the effective representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements available on the date of such increase and (ii) the “Increase Effective Date”)Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of the Parent and the Borrower. Each financial institution that becomes a New The Borrower is not required to offer any Lender an opportunity to participate in any increase pursuant to this Section by the execution and delivery 2.19 and, if offered an opportunity to the Administrative Agent of the applicable commitment increase agreement participate, a Lender 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 not have any additional amounts required pursuant obligation 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 Sectionparticipate. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by addingproviding written notice to the 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 $450,000,000.00. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Arrangers, 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. Notwithstanding the foregoing, participation in all or any portion of such increase of the Commitments shall be offered by the Arrangers to any existing Lender selected by the Borrower or to any other bank, financial institution or other institutional lender selected by the Borrower, subject to the prior approval of the Administrative Agent and to the Issuing Banks extent set forth in clause (such approval not w) below. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one 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 ’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving 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 such Revolving Loans 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 such Revolving 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 Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) the Administrative Agent’s approval (which approval shall not be unreasonably withheld or delayed) of any new Lender (other than an Eligible Assignee), (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 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 true and correct in all material respects (unless such Lender’s consentrepresentation and warranty includes a materiality standard, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase which event it 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 (the “Increase Effective Date”). Each financial institution that becomes in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty includes a New Lender pursuant to materiality standard, in which event it shall been true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by this Section by the execution Agreement, and delivery to (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: : (i) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (A) a certificate dated as of all corporate, partnership, member or other necessary action taken by the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions Borrower to authorize such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by each Guarantor authorizing the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationincrease; and (Cii) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or any new Lender or Lender increasing its Commitment, an opinion of counsel to the Loan Parties, and addressed to the Administrative Agent and the Lenders covering such Lenders. (iii) Any Borrower shall have the option, matters as reasonably requested by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (Biii) if requested by any new Lender or any existing Lender increasing its Commitment, 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 or decrease in the Letter aggregate amount of Credit Commitment the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as an Issuing Bankthe Administrative Agent may reasonably request.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right exercisable 2 times to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments within twenty four months following the Agreement Date by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the 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 such Loans 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 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. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on 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 effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s two-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, At any time and from time to time prior to cause one or more increases in the Aggregate Commitments by addingdate two years after the Agreement Date the Borrower shall have the right, subject to the prior approval terms and conditions of this Section 2.13., to increase the aggregate amount of the Administrative Commitments to an amount not to exceed $650,000,000. Any such increase in the aggregate amount of the Commitments must be in an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. If the Borrower elects to exercise such right, it shall give the Agent at least 15 days prior written notice of such exercise and the Issuing Banks (proposed effective date of such approval not increase. Any such notice given by the Borrower shall be irrevocable. The Agent shall forward a copy of any such notice to each Lender promptly upon receipt. No Lender shall be unreasonably withheld), obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders' relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, no by making available to the 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 such Revolving Loans 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 such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans; provided, however, that at the Borrower's request, any increase of the Commitments pursuant to this Section shall occur on a date or dates agreed to by the Borrower and the Agent in order to minimize the amounts payable to the Lenders under Section 4.4. No increase of the aggregate amount of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause exists on 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 effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in the Aggregate Commitments and any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” except for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and or warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer which expressly relate solely to an earlier date, ). In connection with any increase in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the aggregate amount of the General Partner Commitments pursuant to this Section, (a) any Lender becoming a party to this Agreement shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing the amount of its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender's Commitment within 2 Business Days of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ shall have At any time prior to the optionMaturity Date, without the consent of Borrowers may effectuate up to two separate increases in the Lendersaggregate Commitments (each such increase being a “Commitment Increase”), from time to time to cause by designating either one or more increases of the existing Lenders (each of which, in the Aggregate Commitments by addingits sole discretion, subject may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the prior approval of the Applicable Administrative Agent and the Applicable Issuing Banks Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such approval not to be unreasonably withheldbank or financial institution (an “Additional Lender”), to become a party to this Agreement one or more financial institutions as Lenders (collectivelyAgreement; provided, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: however, that (A) prior to and after giving effect to the increase, no Default or Event each Commitment Increase shall be of Default shall have occurred hereunder and be continuingat least $50,000,000, (B) no such increase the aggregate amount of all Commitment Increases shall cause the Aggregate Commitments to not exceed $2,400,000,000150,000,000, and (C) no Lender’s all Commitments and Advances provided pursuant to a Commitment Increase shall be increased without such Lender’s consentavailable on the same terms as those applicable to the existing Commitments and Advances (other than with respect to additional fees which may be as agreed to between the US Borrower and the Increasing Lenders and/or Additional Lenders, (D) such increase shall not result as the case may be). The sum of the increases in the increase Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The US Borrower shall provide prompt notice of any Borrower Sublimit and proposed Commitment Increase pursuant to this clause (Ef) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the US Administrative Agent and executed by WPZ, the applicable Class of Lenders. This Section 2.1(f) shall not be construed to create any obligation on 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 to the Administrative Agent Agents or any 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 Lenders to advance or to commit to advance 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 credit to any nonratable increase in the Aggregate Commitments under this SectionBorrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (ii) As a condition precedent to each increase pursuant to subsection A Commitment Increase shall become effective upon (c)(iA) above, WPZ shall deliver to the Administrative Agent, to the extent requested receipt by the US Administrative Agent, the following Agent of (1) an agreement in form and substance reasonably satisfactory to the US Administrative Agent: Agent signed by the US Borrower, each Increasing Lender and each Additional Lender, setting forth the US Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (A2) a certificate dated as such evidence of appropriate authorization on the part of the US Borrower with respect to such Commitment Increase Effective Dateas the US Administrative Agent may reasonably request, signed (B) the funding by a Responsible Officer each Increasing Lender and Additional Lender of the General Partner certifying that Advances to be made by each of such Lender to effect the conditions to such increase prepayment requirement set forth in this Section 2.01(c2.7(c)(iv), and (C) shall have occurred and been complied with and receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower stating that, both before and after giving effect to such increaseCommitment Increase, (1) the no Default has occurred and is continuing, and that all representations and warranties (other than Added L/C Representations) contained made by the Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the option, actual US Commitment of each Lender and the principal amount outstanding of each Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease during the Letter relevant period of Credit Commitment of any Lender as an Issuing Banktime.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the 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 such Loans 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 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. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred hereunder and will be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from From time to time to cause one or more increases in on and after the Aggregate Commitments by adding, subject Closing Date and prior 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 Revolving Credit Termination Date 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, the Borrower may, upon at least 30 days notice to the Administrative Agent (Bwhich shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Commitments by an amount which (i) no is not less than $10,000,000 or, if greater, an integral multiple of $5,000,000 in excess thereof, with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.19, is not in excess of $50,000,000. The Borrower may increase shall cause the Aggregate aggregate amount of the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to exceed $2,400,000,000this Agreement, (Cy) no agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (b) Upon any increase in the amount of the Commitments pursuant to this Section 2.19 (each, an “Additional Commitment”): (i) Each Additional Lender or existing Lender agreeing to increase its Commitments pursuant to this Section 2.19 shall enter into a Joinder Agreement pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit agreed amount on such date) and such Additional Lender shall thereupon become (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 Lendersor, if anyan Increasing Lender, 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 continue to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be be) a “Lender” for all purposes under this Agreement hereof. (ii) The Borrower shall in the event of an increase in the Commitments, in coordination with the Administrative Agent, repay all outstanding Revolving Loans and incur additional Revolving Loans from other Lenders in each case so that the Lenders participate in each Borrowing pro rata on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date basis of their respective 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 pursuant to this Section 2.19) and amounts payable under Section 2.17 as a result of the actions required to be taken under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) aboveSection 2.19, WPZ shall deliver to the Administrative Agent, to the extent requested be paid in full by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationBorrower; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower If any such Additional Lender is a Foreign Lender, such Additional Lender shall have deliver the option, forms required by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankSection 2.16(e).

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate Commitments aggregate amount of the Commitments, but not more than once in any twelve-month period, 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 $350,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.2.(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 Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 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, (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 true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Commitments, in the amount of a Responsible Officer such Revolving Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, The Borrowers may from time to time after the Original Closing Date elect to cause increase the Revolv- ing Credit Commitments (“Increased Commitments”) or enter into one or more increases Classes of term loans (each, an “In- cremental Term Loan”), in each case in an aggregate principal amount of not less than $25.0 million so long as, after giving effect thereto, the aggregate amount of all such Increased Commitments and all such Incremental Term Loans does not exceed $125.0 million. The Borrowers may arrange for any such increase or Class to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other enti- ties (each such new bank, financial institution or other entity, an “Augmenting Lender”) not currently a Lender; pro- vided that each Augmenting Lender (and, in the Aggregate Commitments by addingcase of an Increased Commitment, each Increasing Lender) shall be subject to the prior approval of the Parent Borrower and the Administrative Agent (such consents not to be unreasonably withheld) and, in the case of an Increased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Issuing Banks Parent Borrower (such approval not to be unreasonably withheldwithout the consent of any other Loan Party), to effect the provisions of this Agreement one or more financial institutions as Lenders (collectivelySection 2.12. Increased Commitments and Incremental Term Loans created pursuant to this Section 2.12 shall become ef- fective on the date agreed by the Parent Borrower, 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 relevant Increasing Lenders or Augmenting Lenders and the Administrative AgentAgent shall notify each Lender thereof. Notwithstanding the forego- ing, no increase in the New Lenders, if any, Revolving Credit Commitments and Lenders increasing their Commitments, if any, and which no Incremental Term Loan shall indicate be permitted under this clause unless (i) on the amount and allocation proposed date of the effectiveness of such increase in the Aggregate Revolving Credit Commitments or borrowing of such Incremental Term Loan, the conditions set forth in Section 6.02 shall be satisfied and the Admin- istrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Parent Borrower, (ii) the Parent Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn) with Section 9.14 and the Financial Covenants, (iii) the Parent Borrower shall have delivered or caused to be delivered legal opinions and other documents reasonably requested by the Administrative Agent in connection with any such transaction and (iv) the Senior Secured Leverage Ratio of the Parent Borrower, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn), is less than or equal to 3.40:1.00. On the effective date of such any increase in the Revolving Credit Commitments or any Incremental Term Loans being made, (the “Increase Effective Date”). Each financial institution that becomes a New i) each relevant Increasing Lender pursuant to this Section by the execution and delivery Augmenting Lender shall make avail- able to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the applicable commitment increase agreement shall be a “other Lenders, as being required in order to cause, after giving effect to such in- crease and the use of such amounts to make payments to such other Lenders, each Lender” for ’s portion of the outstand- ing Loans of all purposes under this Agreement the Lenders to equal each such Lender’s pro rata share of such outstanding Loans, and (ii) on the applicable Increase Effective Date. The date of such increase, (a) if there are Revolving Credit Loans then outstanding, the Borrowers shall borrow and prepay such Re- volving Credit Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.165.03 in connection therewith), and borrow Revolving Credit Loans from the relevant Increasing Lender(s) to the extent and/or Augmenting Lender(s), as shall be necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and order that, before and after giving effect to such increaseprepayments and borrowings, all Revolving Credit Loans will be held ratably by the Revolving Credit Lenders (1including the relevant Increasing Lender(s) the representations and warranties (other than Added L/C Representationsand/or Augmenting Lender(s)) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date accordance with their respective Revolving Credit Commitments after giving effect to the applicable Increased Commitment(s) and (b) if there are Swingline Loans or Letters of Credit then outstanding, the participa- tions of the Revolving Credit Lenders in such increaseSwingline Loans or Letters of Credit, as the case may be, will be au- tomatically adjusted to reflect the Revolving Credit Percentage Shares of all the Revolving Credit Lenders (includ- ing each relevant Increasing Lender and/or Augmenting Lender) after giving effect to the applicable Increased Commitment(s). The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum bor- rowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not ap- ply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursu- ant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrowers pur- suant to the provisions of Section 5.03 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement provid- ing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent required so that the Yield of any such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent that such representations covenants and warranties specifically refer other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the same terms and conditions as the existing Revolving Credit Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Revolving Credit Commitments, provide an Increased Commitment or provide a commitment with respect to an earlier date, Incremental Term Loan pursuant to this Section and any election to do so shall be in which case they were true and correct in all material respects as the sole discretion of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLender. (iiib) Any Borrower This Section 2.12 shall have override any provisions in Section 12.04 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (ia) WPZ The Borrower 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; provided that the total Commitments shall not be increased by more than $250,000,000 during the term of this Agreement pursuant to time this Section. 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 cause become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent Agent, each Issuing Bank and the Issuing Banks Swingline Lender (such approval approvals not to be unreasonably withheld), to this Agreement one or more financial institutions and the Borrower 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 increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender ) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the execution Lenders (including the Increasing Lenders and delivery the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.16. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent of no less than two Business Days prior to the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on date specified in the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required notice delivered by the Borrower pursuant to Section 2.16the first sentence of paragraph (a) to above. (d) Notwithstanding 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 foregoing, no increase in the Aggregate total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section. Section unless (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent shall have received (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that with sufficient copies for each of the conditions to such increase set forth in this Section 2.01(cLenders) shall have occurred and been complied documents consistent with and that, before and after giving effect to such increase, (1) those delivered on the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, under clauses (b) and (2c) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersSection 4.01. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time (a) during the period beginning on the Effective Date to cause one or more but excluding the Revolving Termination Date to request increases in the Aggregate Commitments aggregate amount of the Revolving Commitments, and (b) during the period from the Effective Date to but excluding the Termination Date for the Term Loans, to request the making of additional Term Loans (the “Additional Term Loans”), in each case, 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 of the Administrative Agent Revolving Commitments and the Issuing Banks making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $2,200,000,000 (less the amount of any prepayments of the Term Loans). Each such approval not increase in the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and/or the making of any Additional Term Loans, 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 any such increase in the Revolving Commitments or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans 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, to provide a new Revolving Commitment, or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase of the Revolving Commitments or more financial institutions making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its 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 its Revolving Commitment Percentage (collectively, determined with respect to the “New 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 (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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 Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or 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 (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 Revolving Commitments or making of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseAdditional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of any such increase in the Increase Effective Date after giving effect to such increase, Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments or Additional Term Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer increase of the General Partner Revolving Commitments or Additional Term Loans; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii)(A) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, 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 increase in the aggregate amount of the Revolving Commitments and/or (B) a new Term Note of the applicable Class of Term Loans made by such Term Loan Lender executed by the Borrower, payable to such new Term Loan Lenders, and replacement Term Notes of the applicable Class executed by the Borrower payable to such existing Term Loan Lenders making such Additional Term Loans of such Class, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan of the applicable Class at the time of the making of such Additional Term Loans (excluding, in the case of the preceding clauses (A) and (B), any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of the Additional Term Loans pursuant to this Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.

Increase in Commitments. (ia) WPZ The Borrower 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; provided that the total Commitments shall not be increased by more than $500,000,000 during the term of this Agreement pursuant to time this Section. 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 cause become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the each Issuing Banks Bank (such approval approvals not to be unreasonably withheld), to this Agreement one or more financial institutions and the Borrower 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 increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender ) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the execution Lenders (including the Increasing Lenders and delivery the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Term SOFR Loan shall be subject to Section 2.16. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent of no less than two Business Days prior to the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on date specified in the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required notice delivered by the Borrower pursuant to Section 2.16the first sentence of paragraph (a) to above. (d) Notwithstanding 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 foregoing, no increase in the Aggregate total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section. Section unless (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: Agent shall have received (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that with sufficient copies for each of the conditions to such increase set forth in this Section 2.01(cLenders) shall have occurred and been complied documents consistent with and that, before and after giving effect to such increase, (1) those delivered on the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, under clauses (b) and (2c) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersSection 4.01. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, The Borrowers may from time to time after the Original Closing Date elect to cause increase the Revolving Credit Commitments (“Increased Commitments”) or enter into one or more increases Classes of term loans (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25.0 million so long as, after giving effect thereto, the aggregate amount of all such Increased Commitments and all such Incremental Term Loans does not exceed $125.0 million. The Borrowers may arrange for any such increase or Class to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”) not currently a Lender; provided that each Augmenting Lender (and, in the Aggregate Commitments by addingcase of an Increased Commitment, each Increasing Lender) shall be subject to the prior approval of the Parent Borrower and the Administrative Agent (such consents not to be unreasonably withheld) and, in the case of an Increased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Issuing Banks Parent Borrower (such approval not to be unreasonably withheldwithout the consent of any other Loan Party), to effect the provisions of this Agreement one or more financial institutions as Lenders (collectivelySection 2.12. Increased Commitments and Incremental Term Loans created pursuant to this Section 2.12 shall become effective on the date agreed by the Parent Borrower, 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 relevant Increasing Lenders or Augmenting Lenders and the Administrative AgentAgent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the New Lenders, if any, Revolving Credit Commitments and Lenders increasing their Commitments, if any, and which no Incremental Term Loan shall indicate be permitted under this clause unless (i) on the amount and allocation proposed date of the effectiveness of such increase in the Aggregate Revolving Credit Commitments or borrowing of such Incremental Term Loan, the conditions set forth in Section 6.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Parent Borrower, (ii) the Parent Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn) with Section 9.14 and the Financial Covenants, (iii) the Parent Borrower shall have delivered or caused to be delivered legal opinions and other documents reasonably requested by the Administrative Agent in connection with any such transaction and (iv) the Senior Secured Leverage Ratio of the Parent Borrower, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn), is less than or equal to 3.40:1.00. On the effective date of such any increase in the Revolving Credit Commitments or any Incremental Term Loans being made, (the “Increase Effective Date”). Each financial institution that becomes a New i) each relevant Increasing Lender pursuant to this Section by the execution and delivery Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the applicable commitment other Lenders, as being required in order to cause, after giving effect to such increase agreement shall be a “and the use of such amounts to make payments to such other Lenders, each Lender” for ’s portion of the outstanding Loans of all purposes under this Agreement the Lenders to equal each such Lender’s pro rata share of such outstanding Loans, and (ii) on the applicable Increase Effective Date. The date of such increase, (a) if there are Revolving Credit Loans then outstanding, the Borrowers shall borrow and prepay such Revolving Credit Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.165.03 in connection therewith), and borrow Revolving Credit Loans from the relevant Increasing Lender(s) to the extent and/or Augmenting Lender(s), as shall be necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and order that, before and after giving effect to such increaseprepayments and borrowings, all Revolving Credit Loans will be held ratably by the Revolving Credit Lenders (1including the relevant Increasing Lender(s) the representations and warranties (other than Added L/C Representationsand/or Augmenting Lender(s)) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date accordance with their respective Revolving Credit Commitments after giving effect to the applicable Increased Commitment(s) and (b) if there are Swingline Loans or Letters of Credit then outstanding, the participations of the Revolving Credit Lenders in such increaseSwingline Loans or Letters of Credit, as the case may be, will be automatically adjusted to reflect the Revolving Credit Percentage Shares of all the Revolving Credit Lenders (including each relevant Increasing Lender and/or Augmenting Lender) after giving effect to the applicable Increased Commitment(s). The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 5.03 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent required so that the Yield of any such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent that such representations covenants and warranties specifically refer other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the same terms and conditions as the existing Revolving Credit Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Revolving Credit Commitments, provide an Increased Commitment or provide a commitment with respect to an earlier date, Incremental Term Loan pursuant to this Section and any election to do so shall be in which case they were true and correct in all material respects as the sole discretion of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLender. (iiib) Any Borrower This Section 2.12 shall have override any provisions in Section 12.04 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request 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 $3,000,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 Parent, 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, (D) such increase shall not result in the increase of any Borrower Sublimit true 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 correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving 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 General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ Subject to the terms and conditions of this Section 2.04, the Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time to cause increase the aggregate amount of the Lenders’ Commitments hereunder by an amount which is less than or equal to $35,000,000 in the aggregate by (i) requesting that one or more increases Lenders (which request may be agreed to or declined by such Lender in the Aggregate Commitments its sole discretion) increase its respective 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 additional financial institutions as Lenders a Lender; provided, however, that each such additional financial institution shall be reasonably acceptable to the Administrative Agent. An increase in the aggregate amount of the Lenders’ Commitments shall be effectuated pursuant to an agreement with an Increasing Lender or Additional Lender, as applicable, in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which (collectivelyx) in the case of an Additional Lender, such Additional Lender shall undertake a Commitment, which Commitment shall be in an amount at least equal to $5,000,000 or any integral multiple of $1,000,000 in excess thereof, and shall agree to be bound as a Lender under the terms and conditions of this Agreement and the other Loan Documents, and (y) in the case of an Increasing Lender, such Increasing Lender shall increase its Commitment, which increase in its Commitment shall be at least equal to $5,000,000 or in integral multiple of $1,000,000 in excess thereof. Upon the effectiveness of any such agreement and its acceptance by the Administrative Agent (the date of any such effectiveness and acceptance, an “Increased Commitment Date”), with respect to an Additional Lender, such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Commitment in the amount set forth in such agreement and, with respect to an Increasing Lender, such Increasing Lender shall thereupon have a Commitment in the amount set forth in such agreement, and this Agreement (including Schedule 2.01) shall be deemed amended to the extent, but only to the extent, necessary to reflect, as applicable, the “New addition of an Additional Lender or the increase of the Commitment of such Increasing Lender. (b) Any requested increase in the aggregate amount of the Lenders”’ Commitments pursuant to Section 2.04(a) or by allowing one or more Lenders to shall not be effective unless: (i) the Borrower shall have given the Administrative Agent notice of such proposed increase their respective Commitments; provided however that: (A) at least 15 Business Days prior to and after giving effect to the increase, proposed Increased Commitment Date; (ii) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated continuing as of the Increase Effective Date, signed by a Responsible Officer date of the General Partner certifying that each of notice referred to in the conditions to such increase set forth in this Section 2.01(cforegoing clause (i) shall have occurred and been complied with and that, before and after giving effect to such increase, or on the Increased Commitment Date; and (1iii) the representations and warranties (other than Added L/C Representations) contained of the Borrower in this Agreement Article III hereof and of the other Loan Documents are Guarantors in the Corporate Guaranty shall be true and correct in all material respects on and as of the Increase Effective date of the notice referred to in clause (i) and on and as of the Increased Commitment Date after giving with the same effect to as if made on and as of such increase, notice date or Increased Commitment Date (except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date). Each notice given by the Borrower pursuant to subsection 2.04(b)(i) shall constitute a representation and warranty by the Borrower hereunder, as of the date of each such notice and as of each Increased Commitment Date, and (2after giving effect to the increase in the total Commitments effective thereon, that the conditions in this subsection 2.04(b) no Default or Event of Default exists and is continuing;are satisfied. (Bc) Effective on each Increased Commitment Date, after giving effect to the increase in the Commitments effective thereon, (i) the amount of each Lender’s risk participation in all outstanding Letters of Credit shall be deemed to be automatically increased or decreased, as applicable, to reflect any changes in such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer Lender’s Applicable Percentage and (ii) the amount of the General Partner Revolving Loans then outstanding and held by each Lender shall be adjusted to reflect any changes in such Lender’s Applicable Percentage. Each Lender having Revolving Loans then outstanding and whose Applicable Percentage has been decreased as a result of the increase in the total Commitments shall be deemed to have assigned, without recourse, such portion of such Revolving Loans as shall be necessary to effectuate such adjustment to the Additional Lenders and Increasing Lenders. Each Additional Lender and Increasing Lender shall (x) be deemed to have assumed such portion of such Revolving Loans and (y) fund on the Increased Commitment Date such assumed amounts to the Administrative Agent for the account of the assigning Lender in accordance with the provisions hereof. (d) The Administrative Agent shall promptly notify the Lenders and the Borrower of any increase in the total Commitments under this Section 2.04 and of each Lender’s Applicable Percentage after giving effect to any such increase. (e) The Borrower agrees to execute such other documents as the Administrative Agent may reasonably require evidencing the identity, authority shall deem necessary and capacity of such Responsible Officer thereof authorized appropriate to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require give effect to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersthis Section 2.04. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the Agent at least fifteen (15) days, prior approval to the initial Termination Date; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $500,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. In the Issuing Banks event any Lender notifies Agent that it will not increase its Commitment, Agent will give Borrower notice thereof within five (5) business days after receipt of such approval not to be unreasonably withheld), notification from such Lender. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders' relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Advances, by making available to the 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 such Advances 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 such Advances. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Advances. No increase of the Commitments may be effected under this Section (x) unless 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 is in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 9.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower, any other Loan Documents are Party or the Parent, in any Loan Document to which such Person is a party is not (or would not be) materially true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, and (2b) no Default the Agent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or Event replacement Note, as appropriate, in favor of Default exists each new Lender, and is continuing; (B) any existing Lender increasing its Commitment, in the amount of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer Lender's Commitment at the time of the General Partner as effectiveness of the Administrative Agent may reasonably require evidencing applicable increase in the identity, authority and capacity aggregate amount of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. At any time during the period immediately following the Funding Date to (ibut excluding) WPZ the Commitment Termination Date, the Borrower shall have the option, without the consent of the Lenders, right from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of notify the Administrative Agent and of the Issuing Banks Borrower's intention to increase the aggregate amount of the Revolving Commitments to an amount up to, but not exceeding, $300,000,000 by providing written notice to the Administrative Agent at least 30 days prior to the proposed effective date of such increase, which notice shall be irrevocable once given. Each increase in the aggregate amount of the Revolving Commitments effectuated hereby shall be in a minimum amount equal to the lesser of (i) $25,000,000 or (ii) $300,000,000 minus the aggregate amount of Revolving Commitments existing immediately prior to the time of the proposed increase. The Administrative Agent shall promptly notify each Lender of any such approval not intended increase. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Revolving Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Revolving Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders' relative Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, no 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 such Revolving Loans 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 such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.20 as a result of the prepayment of any such Revolving Loans. An increase of the aggregate amount of the Revolving Commitments may not be effected under this Section if (x) a 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 (provided, however, that if any Default subsequently ceases to exist, the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant increase will be effected 10 days after such Default ceases to this Section exist) or (y) any representation or warranty made or deemed made by the execution and delivery Borrower in any Loan Document to which the Administrative Agent of the applicable commitment increase agreement shall be Borrower is a “Lender” for all purposes under this Agreement party is not (or would not be) true or correct 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 effective date of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with an increase in the aggregate amount of the General Partner Revolving Commitments pursuant to this Section 2.26 (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender's Revolving Commitment at the time of the effectiveness of the increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersRevolving Commitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (ia) WPZ At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders), request at any time or from time to time that the Total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to cause this Section 2.20 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.20 shall not exceed $500,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any 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. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Paying 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 . Increases 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 new Commitments created pursuant to this Section by paragraph (a) shall become effective upon the execution and delivery by Parent, the Borrower, the Paying Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the Administrative Agent satisfaction of any conditions set forth in such agreement. Notwithstanding 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 foregoing, no increase in the Aggregate Total Commitments (or in the Commitment of any Lender) shall become effective under this Section. paragraph (iia) As a condition precedent to each increase pursuant to subsection (c)(i) aboveunless, WPZ shall deliver to on the Administrative Agent, to the extent requested by the Administrative Agentdate of such increase, the following conditions set forth in form paragraphs (a) and substance reasonably satisfactory to (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date) and the Administrative Agent: (A) Paying Agent shall have received a certificate to that effect dated as of the Increase Effective Date, signed such date and executed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Financial Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLoan Party. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ Subject to satisfaction of the conditions set forth in this Section 2.17, the Borrower shall have the option, without right to increase the consent aggregate amount of the Lenders, from time to time to cause one or more increases Commitments (which may be in the Aggregate form of an increase to any existing Class of Commitments or Loans or the incurrence of a new Class of Commitments or Loans, including term loans) up to three (3) times 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 $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). 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 and the Fees to be unreasonably withheld)paid for such increased Commitments. 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 one in connection with any such requested increase must be an Eligible Assignee. If a new Lender of a given Class becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (collectivelydetermined with respect to the Lenders’ respective Commitments of such Class, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, NAI-5000938357v5 US-DOCS\161437759.18 85 plus (B) the aggregate amount of payments previously made by the other Lenders of such Class 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 of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. 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: (w) 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 exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, 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 Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority request and capacity of such Responsible Officer thereof authorized (2) provide to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. Each of the parties hereto hereby agrees that, upon the effectiveness of any incremental Commitments available pursuant to this Section 2.17, this Agreement shall be amended to the extent necessary to reflect the existence of such incremental Commitments and the Loans evidenced thereby, and any joinder agreement or cease amendment (each an “Incremental Joinder Agreement”) may, notwithstanding anything else herein to be an Issuing Bank under the contrary, without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 (B) increase or decrease including any amendments that are not adverse to the Letter of Credit Commitment interests of any Lender that are made to effectuate changes necessary to enable any incremental Commitment (or Loan) that is intended to be of the same Class as an Issuing Bankany other Commitment (or Loan) in existence on the date of effectiveness thereof to be of such same Class, as applicable).

Increase in Commitments. (i) WPZ Subject to the conditions set forth below in this Section, the Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more increases in the Aggregate aggregate amount of the 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 increaseaggregate amount of the Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $10,000,000 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, (D) such increase shall not result true or correct 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 all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct accurate in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase and is continuing; (B) such certificates of resolutions all corporate, partnership, member, or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.8 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (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 may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Incremental Lenders. (ii) The Borrower and each Incremental Lender shall execute and deliver to the effective date Agent an Incremental Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Commitment of such increase (Incremental Lender or its status as a Lender hereunder. The Agent shall promptly notify each Lender as to the “Increase Effective Date”)effectiveness of each Incremental Assumption Agreement. 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 parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, 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 to Section 2.16) deemed amended to the extent (but only to the extent) necessary to keep reflect the outstanding Loans existence and terms of each Lender ratable with such Lender’s revised Applicable Percentage the Incremental Commitment evidenced thereby. (iii) Each of the parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any nonratable increase in the Aggregate aggregate Commitments under pursuant to this SectionSection 2.01(c), the outstanding Advances (if any) are held by the Lenders in accordance with their new Pro Rata Shares. This may be accomplished at the discretion of the Agent (A) by requiring the outstanding Advances to be prepaid with the proceeds of a new Borrowing, (B) by causing Non-Increasing Lenders to assign portions of their outstanding Advances to Incremental Lenders, (C) by permitting the Borrowings outstanding at the time of any increase in the aggregate Commitments pursuant to this Section 2.01(c) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Shares, or (D) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall be subject to indemnification by the Borrower pursuant to Section 2.12, but otherwise without premium or penalty. (iiiv) As Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) or addition of a condition precedent to each increase pursuant to subsection (c)(inew Lender shall become effective under this Section 2.01(c) aboveunless, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) on the date of such increase, the conditions set forth in Section 3.02 shall be satisfied and the Agent shall have received a certificate to that effect dated as of the Increase Effective Date, signed such date and executed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) the Agent shall have received (with sufficient copies for each of the Lenders) an officer’s certificate consistent with those delivered on the Closing Date (or other supplemental resolutions) but dated as of the date of such increase or decrease under clauses (a)(ix) through (xii) of Section 3.01, which certificate shall include a certification from a Responsible Officer that the Letter of Credit Commitment of any Lender as an Issuing Bankresolutions delivered on the Closing Date remain in full force and effect and authorize the applicable increase in the aggregate commitments.

Increase in Commitments. (i) 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 Effective Date to cause one or more but excluding the Termination Date to request 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 $1,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 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 Revolving 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 such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(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 Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving 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 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, (D) such increase shall not result true and correct 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 all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing; other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.

Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right exercisable four times to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments following the Agreement Date by addingproviding written notice to the 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 $200,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Administrative Agent shall promptly notify each Lender of any such request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including selecting from among the existing Lenders and/or other banks, financial institutions and other institutional lenders those to be approached with respect to such increase and making the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, subject to the prior Borrower’s approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldwithheld or delayed), . No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans and the aggregate amount of payments previously made by the Lenders under Section 2.3.(j) and not reimbursed by the Borrower, no 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 Revolving Loans and such payments 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 such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on 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 effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s four-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.