Common use of Effective Date of Agreement; Termination Clause in Contracts

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the closing of the several Underwriters hereunder shall be subject to termination in the absolute discretion purchase of the RepresentativesFirm Shares (i) if there has been, if (1) since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Registration Statement, Prospectus (exclusive of any supplement thereto) or the Disclosure Package Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the Prospectus there has been international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or any development involving a prospective change in the business, properties, managementnational or international political, financial condition or results economic conditions, in each of operations of the Companycases (i) and (ii), the effect of which change or development isis such as to make it, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the delivery NYSE, or if trading generally on the NYSE Amex Equities or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Units on the terms and in the manner contemplated in the Registration StatementCommission, the Disclosure Package and the Prospectus FINRA or any other governmental authority, or (2iv) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3v) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of if a banking moratorium has been declared by either federal or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActNew York authorities. If the Representatives elect Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriters if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus Applicable Time there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus or (2ii) since the time of execution of this Agreement, Applicable Time there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, or the Bolsa de Valores de Colombia (the “Colombian Stock Exchange”); (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal federal, Colombian or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Colombia; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Colombia or a declaration by the United States or Colombia of a national emergency or war; (E) a change or development involving a prospective change in Colombian taxes affecting the Company, the Notes or the transfer thereof or the imposition of exchange controls by Colombia, in each case that may limit or in any way would materially and adversely affect the financial markets or the market for the Notes or materially impair the ability of the Underwriters to purchase, hold or effect resales of the Notes on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus or (3iii) since the time of execution of this AgreementApplicable Time, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that such term is defined in Rule 436(g)(2under Section 3(a)(62) under the Exchange Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 8 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition; provided, if any Units have been purchased hereunderhowever, the representations that Sections 3, 12, 14, 17, 22 and warranties in Section ‎3 hereof and all obligations under Section 4 hereof 23 shall also survive termination and remain in full force and effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to the closing of the several Underwriters hereunder shall be subject to termination in the absolute discretion purchase of the RepresentativesFirm Shares (i) if there has been, if (1) since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Registration Statement, Prospectus (exclusive of any supplement thereto) or the Disclosure Package Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the Prospectus there has been international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or any development involving a prospective change in the business, properties, managementnational or international political, financial condition or results economic conditions, in each of operations of the Companycases (i) and (ii), the effect of which change or development isis such as to make it, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the delivery NYSE, or if trading generally on the NYSE Amex Equities or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Units on the terms and in the manner contemplated in the Registration StatementCommission, the Disclosure Package and the Prospectus FINRA or any other governmental authority, or (2iv) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3v) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of if a banking moratorium has been declared by either federal or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActNew York authorities. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS Warburg LLC, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package or the Prospectus (y) there has been any material adverse change (financial or otherwise) or any development involving a prospective material adverse change (financial or otherwise) occurs, in the business, assets, properties, managementprospects, financial condition or results of operations of the CompanyParent and the Subsidiaries, the effect of taken as a whole, which change or development iswould, in the sole judgment of the RepresentativesUBS Warburg LLC, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2z) since the time of execution of this Agreement, (i) there shall have occurred: occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any surveillance or review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by Parent or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act, or (ii) if, at any time prior to the Closing Date (a) a suspension or material limitation in trading in securities generally on Nasdaq; the New York Stock Exchange has occurred, (Bb) a suspension or material limitation in trading in the Companyof Parent’s securities on Nasdaq; the New York Stock Exchange has occurred, (Cc) a general moratorium on commercial banking activities has been declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; States has occurred, (Dd) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (Ee) there occurs any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if of such magnitude in its effect on the effect financial markets of any such event specified the United States as, in clause each of clauses (Da) or through (Ee), in the sole judgment of the RepresentativesUBS Warburg LLC, makes would make it impracticable or inadvisable to proceed with market the Offering Notes on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS Warburg LLC elects to terminate this Agreement as provided in this Section 78, the Company Issuers and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company Issuers shall be unable to comply with any of the terms of this Agreement, the Company Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Issuers under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyWES’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesStifel, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesStifel, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesStifel, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Stifel elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections Section 4(m), 5 and 9 ) hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and its Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesUBS’s judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole UBS’s judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesManaging Underwriters, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesManaging Underwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Final Prospectuses, the Prospectuses and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the TSX, Nasdaq, New York Stock Exchange, or American Stock Exchange; (B) a suspension or material limitation in trading in the Company’s or the Parent’s securities on the TSX or Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal U.S. federal, Canadian provincial or federal, or New York State state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other national or international calamity or crisis or any material adverse change in the financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesManaging Underwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Final Prospectuses, the Prospectuses and the ProspectusPermitted Free Writing Prospectuses, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If the Representatives Managing Underwriters elect to terminate this Agreement as provided in this Section 79, the Company Company, the Parent and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or the Parent, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Parent shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Parent under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of the Representativesdiscretion, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the your sole judgment of the Representativesjudgment, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, NYSE Amex Equities or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the your sole judgment of the Representativesjudgment, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If the Representatives you elect to terminate this Agreement as provided in this Section 79, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Transaction Entities shall be unable to comply with any of the terms of this Agreement, the Company Transaction Entities shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5.j, 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Transaction Entities under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriter, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of the RepresentativesUnderwriter, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives elect Underwriter elects to terminate this Agreement as provided in this Section 79, the Company Partnership and each other Underwriter the Selling Unitholder shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the Units, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be Western Parties or the Selling Unitholder are unable to comply with any of the terms of this Agreement, the Company Western Parties and the Selling Unitholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(n), 5 7 and 9 10 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company Western Parties or the Selling Unitholder under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of the RepresentativesRepresentative, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives Representative elect to terminate this Agreement as provided in this Section 79, the Company Partnership, the Selling Unitholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities or the Selling Unitholder shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties and the Selling Unitholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(o), 5 7, and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties or the Selling Unitholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesLead Managers, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesLead Managers’ judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Lead Managers’ judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Lead Managers elect to terminate this Agreement as provided in this Section 710, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any change material adverse change, or any development involving a prospective change material adverse change, in the business, operations, properties, management, condition (financial condition or otherwise) or results of operations of the Company, Company and the effect of Subsidiaries taken as a whole which change or development iswould, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus or (2y) since at any time prior to the time of execution of this Agreement, there shall have occurred: purchase (Ai) a suspension or material limitation in trading in securities generally on Nasdaq; the New York Stock Exchange, the American Stock Exchange or NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or NASDAQ, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (Cii) a general moratorium on commercial banking activities shall have been declared by either federal the Federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; States or (Diii) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (E) an occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, Representatives makes it impracticable or inadvisable to proceed with the Offering offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter or telegram from you. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(1), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriters if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus Applicable Time there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus or (2ii) since the time of execution of this Agreement, Applicable Time there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange (“NYSE”), or the Bolsa de Valores de Colombia (the Colombian Stock Exchange); (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal federal, Colombian or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or the Republic of Colombia; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or the Republic of Colombia or a declaration by the United States or the Republic of Colombia of a national emergency or war; (E) a change or development involving a prospective change in Colombian taxes affecting the Company, the Notes or the transfer thereof or the imposition of exchange controls by the Republic of Colombia that may limit or in any way would materially and adversely affect the financial markets or the market for the Notes or materially impair the ability of the Underwriters to purchase, hold or effect resales of the Notes on the terms and in the manner contemplated by this Agreement, the Disclosure Package and the Prospectus; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus or (3iii) since the time of execution of this AgreementApplicable Time, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(mSection 4(l), 5 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 7 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS Securities LLC or any group of Underwriters (which may include UBS Securities LLC) which has agreed to purchase in the Representativesaggregate at least 50% of the Units if, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyTEPPCO Entities or their subsidiaries taken as a whole, the effect of which change or development iswould, in your judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of market the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s Partnership's securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS Securities LLC's judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS Securities LLC or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because any of the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(s), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesUBS and Xxxxxxx Xxxxx’x judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole UBS and Xxxxxxx Xxxxx’x judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives UBS and Xxxxxxx Xxxxx elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 7 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesLead Managers, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesLead Managers’ judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Lead Managers’ judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Lead Managers elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Pacakge, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Pacakge, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Pacakge, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriters if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus Applicable Time there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus or (2ii) since the time of execution of this Agreement, Applicable Time there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, or the Bolsa de Valores de Colombia (the Colombian Stock Exchange); (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal federal, Colombian or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Colombia; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Colombia or a declaration by the United States or Colombia of a national emergency or war; (E) a change or development involving a prospective change in Colombian taxes affecting the Company, the Securities or the transfer thereof or the imposition of exchange controls by Colombia, in each case that may limit or in any way would materially and adversely affect the financial markets or the market for the Securities or materially impair the ability of the Underwriters to purchase, hold or effect resales of the Securities on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus or (3iii) since the time of execution of this AgreementApplicable Time, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 8 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition; provided, if any Units have been purchased hereunderhowever, the representations that Sections 3, 12, 14, 20 and warranties in Section ‎3 hereof and all obligations under Section 4 hereof 21 shall also survive termination and remain in full force and effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Statement and the Prospectus (in each case, other than as referred to in the Registration Statement and the Prospectus), there has been any material adverse change or any development involving a prospective material adverse change in the stockholders' equity, business, prospects, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Placement Agent hereunder shall be subject to termination in the absolute discretion of the Representatives, Placement Agent if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesPlacement Agent’s judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Placement Agent’s judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Placement Agent elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Placement Agent for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 4(j) and 9 7 hereof), and the Underwriters Placement Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 7 hereof) or to one another hereunder). In addition, if any Units have been purchased hereunderUnder such circumstances, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof Engagement Letter shall also remain in effectfull force and effect in accordance with its terms.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Preliminary Prospectuses and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses and the Prospectus Prospectus, or (2) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and the Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Adviser or the Administrator, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses and the Prospectus, or (34) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Company, the Adviser or the Administrator, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company Company, the Adviser and the Administrator shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(j), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Company, the Adviser or the Administrator under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving been, in the judgment of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a prospective material adverse change in the businesscondition (financial or otherwise), properties, management, financial condition or results of operations operation, stockholders’ equity, business or properties of the CompanyCompany and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqany exchange or in any over-the-counter market; (C) a general moratorium on commercial banking activities declared by either federal or Federal, New York or Colorado State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an the outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; or (E) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any ’s debt securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” ”, as that term is defined in by the Commission for purposes of Rule 436(g)(2436(g) under the ActAct or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. If the Representatives elect Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations (including with respect to any damage to or loss of any vessel to be acquired by the Company pursuant to any of the CompanyVessel Purchase Agreements) of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, Preliminary Prospectuses, the Disclosure Package Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis crisis, or any material disruption in the international shipping industry, or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatements, the Disclosure Package or Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations (including with respect to any damage to or loss of any of the Companyvessels of the Company or any Identified Vessel) of the Company and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration StatementPreliminary Prospectuses, the Disclosure Package Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis crisis, or any material disruption in the international shipping industry, or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration StatementPreliminary Prospectuses, the Disclosure Package Prospectus and the ProspectusPermitted Free Writing Prospectuses, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 79, the Company Company, the Selling Shareholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Shareholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Shareholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(k), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Shareholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriter at any time prior to the time of purchase, if (1i) since any of the time of execution of conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement or the earlier respective dates as of which information is given in the Registration Statementto be fulfilled, the Disclosure Package or the Prospectus there has been (ii) any change change, or any development or event involving a prospective change change, in the condition (financial or other), business, properties, management, financial condition properties or results of operations of the Company, the effect of which change or development isCompany and its Subsidiaries taken as one enterprise occurs which, in the sole judgment of the RepresentativesUnderwriter, so is material and adverse as to make and makes it impracticable impractical or inadvisable to proceed with completion of the public offering or the delivery sale of and payment for the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on NasdaqOffered Securities; (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded of any debt securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” (as that term is defined in for purposes of Rule 436(g)(2436(g) under the Act. If ) occurs, or any public announcement is made that any such organization has under surveillance or review its rating of any debt securities of the Representatives elect Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating or any announcement that the Company has been placed on negative outlook); (iv) any change occurs in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriter, be likely to terminate this Agreement as provided prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in this Section 7the primary market or in respect of dealings in the secondary market; (v) any material suspension or material limitation of trading in securities generally on the NYSE has occurred, or any minimum prices for trading on such exchange have been set; (vi) any securities of the Company on any exchange or in the over-the-counter market have been suspended; (vii) any banking moratorium shall have been declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States occurs or (ix) there occurs any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, Congress shall have declared war or any other national or international calamity or emergency shall have occurred if, in the judgment of the Underwriter, the Company effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and each other Underwriter shall be notified promptly in writingpayment for the Offered Securities. If the sale to the Underwriters Underwriter of the UnitsOffered Securities, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(o), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Pre-Pricing Prospectus, and the Prospectus and the Permitted Free Writing Prospectuses, there has been any material adverse change or any development involving a prospective material adverse change in the financial condition, business, properties, management, financial condition or results of operations or prospects of the CompanyCompany and its subsidiaries taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other national or international calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, or (3z) since the time date of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(i), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package or the Prospectus (i) there has been any change material adverse change, financial or any development involving a prospective change otherwise (other than as referred to in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development isRegistration Statement and Prospectus), in the sole operations, business or condition of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Shares; or (2ii) since the time of execution of this Agreement, there shall have occurred: occurred any downgrading, or any notice shall have been given of (Ax) a suspension any intended or material limitation potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any of its Subsidiaries by any “nationally recognized statistical rating organization” as that term is defined in Rule 436(g)(2) under the Act; or (iii) if, at any time prior to the Time of Purchase or, with respect to the purchase of any Additional Shares, the Additional Time of Purchase, as the case may be, trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market, or if a banking moratorium shall have been declared either by U. S. Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; or (Div) an if the United States shall have declared war in accordance with its constitutional processes, or if the United States shall have declared a state of national emergency or there shall have occurred any material outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warStates; or (Ev) any if such other national or international calamity or crisis or any material adverse change in financialgeneral economic, political or economic financial conditions shall have occurred (or the effect of international conditions on the financial markets in the United States shall be such) or elsewhere, if the effect United States shall have become subject to an act of any such event specified in clause (D) or (E)terrorism, that makes it, in your judgment or in the sole judgment of the Representativessuch group of Underwriters, makes it impracticable or inadvisable to proceed with the Offering sale or delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, . If you or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter, facsimile or email. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply Agreement with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(q), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Citigroup or any group of Underwriters (which may include Citigroup) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Units, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Final Prospectus, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, managementmaterial adverse and unfavorable change, financial condition or results of operations of the Company, the effect of which change or development isotherwise, in the sole operations, business, condition or prospects of the Partnership and the Operating Partnership taken as a whole, which would, in Citigroup's judgment or in the judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and or in the manner contemplated in the Registration StatementFinal Prospectus, the Disclosure Package and the Prospectus or (2y) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Partnership or the Operating Partnership by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act or, (z) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ National Market; (Bii) a suspension or material limitation in trading in the Company’s Partnership's securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) above in Citigroup's judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Final Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, . If Citigroup or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Underwriters elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of each of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representativesrespective Underwriter, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiary taken as a whole, the effect of which change or development is, in the sole judgment of the Representativesrespective Underwriter, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe TSX or the issuance of a cease trade order by the Canadian Regulatory Authorities; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe TSX; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financialcrisis, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representativesrespective Underwriter, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If any of the Representatives elect several Underwriters elects to terminate this Agreement its obligations hereunder as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If In such a circumstance, the other non-terminating Underwriters shall have the right, but shall not be obligated, to purchase, all but not less than all, of the Shares which would otherwise have been purchased by the terminating Underwriter that has terminated its obligations hereunder. If, with respect to the Shares any non-terminating Underwriter elects not to exercise such right so as to assume the entire obligation of the terminating Underwriter (the Shares in respect of which the terminating Underwriter fails to purchase and the non-terminating Underwriters do not elect to purchase being hereinafter called the “Default Shares”), then the Company shall have the right to either (1) proceed with the sale of the Shares (less the Default Shares) to the non-terminating Underwriters, or (2) terminate its obligations hereunder without liability to the non-terminating Underwriters except under section 10. Nothing in this paragraph shall oblige the Company to sell to any of the Underwriters less than all of the Shares or shall relieve any of the Underwriters in default hereunder from any liability to the Company. Except as contemplated in the previous paragraph, if the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives elect to terminate this Agreement as provided in this Section 79, the Company Partnership, the Selling Unitholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities or the Selling Unitholder shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties and the Selling Unitholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(o), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties or the Selling Unitholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, by notice to the Company, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective material adverse change in the business, propertiesfinancial condition, management, financial condition or results of operations or prospects of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole judgment of the Representatives, Representative makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded the Securities or any other securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesGoldman, Sachs, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesGoldman, Sachs, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesGoldman, Sachs, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Xxxxxxx, Xxxxx elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the several Underwriters hereunder shall be subject to termination purchase the Additional Shares at any time prior to any Additional Closing Date, as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the absolute discretion opinion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given Representative will in the Registration Statementimmediate future materially disrupt, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in market for the Company’s securities or securities in general; or (ii) trading on NasdaqThe New York Stock Exchange (“NYSE”) or Nasdaq shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United Statesshall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities national or international hostilities, or any change in the United States or international financial markets, or any acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States, or (EB) there shall have been any other calamity or crisis or any change or development involving a prospective substantial change in financialUnited States’ or international political, political financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or (EB), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the Offering offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus, ; or (3v) since any of the time of execution of this Agreement, there events described in Section 7(f) shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of shall decline to purchase the Units, as contemplated by this Agreement, is not carried out by the Underwriters Shares for any reason permitted under this Agreement, or if such sale is not carried out because the Company . (c) Any notice of termination pursuant to this Section 12 shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effectwriting.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of if subsequent to the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (Ai) a any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in your sole judgment, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Shares, whether in the primary market or in respect of dealings in the secondary market; (ii) any suspension or material limitation in of trading in securities generally on Nasdaq; (B) a the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange or any setting of minimum prices for trading on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange or any suspension or material limitation in of trading of any securities of the Company on the American Stock Exchange or on any exchange or in the Company’s securities on Nasdaqover-the-counter market; (Ciii) a general any banking moratorium on commercial banking activities declared by either federal U.S. Federal or New York State authorities or a material authorities; (iv) any major disruption in commercial banking or settlements of securities settlement or clearance services in the United States; or (Dv) an any attack on, or outbreak or escalation of hostilities or acts act of terrorism involving involving, the United States States, any declaration of war by Congress or a declaration by the United States of a national emergency or war; or (E) any other national or international calamity or crisis or any change emergency if, in financialyour sole judgment, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) attack, outbreak, escalation, act, declaration, calamity or (E), in the sole judgment of the Representatives, emergency makes it impracticable or inadvisable to proceed with completion of the Offering offering or the sale of and payment for the Shares on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 76, you shall notify the Company and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m3(m), 5 4 and 9 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriters, if (1x) since the earlier of the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, prospects, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of the execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (Cii) a general moratorium on commercial banking activities declared by either federal or New York State United States authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Diii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Eiv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Diii) or (E), iv) in the sole judgment of the Representatives, Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of if subsequent to the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (Ai) a any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in your sole judgment, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Shares, whether in the primary market or in respect of dealings in the secondary market; (ii) any suspension or material limitation in of trading in securities generally on Nasdaq; (B) a the New York Stock Exchange or the Nasdaq National Market, or any setting of minimum prices for trading on the New York Stock Exchange or the Nasdaq National Market, or any suspension or material limitation in of trading of any securities of the Company on any exchange or in the Company’s securities on Nasdaqover-the-counter market; (Ciii) a general any banking moratorium on commercial banking activities declared by either federal U.S. Federal or New York State authorities or a material authorities; (iv) any major disruption in commercial banking or settlements of securities settlement or clearance services in the United States; or (Dv) an any attack on, or outbreak or escalation of hostilities or acts act of terrorism involving involving, the United States States, any declaration of war by Congress or a declaration by the United States of a national emergency or war; or (E) any other national or international calamity or crisis or any change emergency if, in financialyour sole judgment, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) attack, outbreak, escalation, act, declaration, calamity or (E), in the sole judgment of the Representatives, emergency makes it impracticable or inadvisable to proceed with completion of the Offering offering or the sale of and payment for the Shares on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 76, you shall notify the Company and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m3(m), 5 4 and 9 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesXxxxxx Xxxxxx; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis (economic, political, financial or any change in financial, political or economic conditions in the United States or elsewhereotherwise), if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes is so materially adverse as to make it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActPackage. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. Such termination shall have the effect of terminating this Agreement in its entirety, except for the applicable provisions referenced in the following paragraph. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(m), 5 6 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS Securities LLC, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Pre-Pricing Prospectus and the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development iswould, in the sole judgment of the RepresentativesUBS Securities LLC, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration StatementProspectus, the Disclosure Package and the Prospectus or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the RepresentativesUBS Securities LLC, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. FINAL DRAFT If the Representatives elect UBS Securities LLC elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(l), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange, the TASE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on Nasdaqthe NASDAQ or TASE; (C) a general moratorium on commercial banking activities declared by either federal or United States federal, New York State or Israeli authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or in Israel; (D) an outbreak or escalation of hostilities or acts of terrorism involving Israel or the United States or a declaration by Israel or the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in Israel or the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3iii) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Material Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under agency then providing a rating to the ActCompany or any Material Subsidiary. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Shareholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or the Selling Shareholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Shareholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Shareholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute sole discretion of the Representatives, if (1) since subsequent to the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole reasonable judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a the suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Russia; (D) an outbreak or escalation of hostilities or significant acts of terrorism involving the United States or Russia or a declaration by the United States or Russia of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States States, Russia or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representativesyour judgment, makes it impracticable or inadvisable to proceed with the Offering on sale of and payment for the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the ProspectusShares, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any publicly announced watch, surveillance or review or possible change that does not indicate an affirmation or improvement in the rating accorded any debt securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriters if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus Applicable Time there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus or (2ii) since the time of execution of this Agreement, Applicable Time there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, or the Bolsa de Valores de Colombia (the “Colombian Stock Exchange”); (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal federal, Colombian or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Colombia; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Colombia or a declaration by the United States or Colombia of a national emergency or war; (E) a change or development involving a prospective change in Colombian taxes affecting the Company, the Notes or the transfer thereof or the imposition of exchange controls by Colombia, in each case that may limit or in any way would materially and adversely affect the financial markets or the market for the Notes or materially impair the ability of the Underwriters to purchase, hold or effect resales of the Notes on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus or (3iii) since the time of execution of this AgreementApplicable Time, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that such term is defined in Rule 436(g)(2under Section 3(a)(62) under the Exchange Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 8 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition; provided, if any Units have been purchased hereunderhowever, the representations that Sections 3, 12, 14, 20 and warranties in Section ‎3 hereof and all obligations under Section 4 hereof 21 shall also survive termination and remain in full force and effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange, the TASE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on Nasdaqthe NASDAQ or TASE; (C) a general moratorium on commercial banking activities declared by either federal or United States federal, New York State or Israeli authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or in Israel; (D) an outbreak or escalation of hostilities or acts of terrorism involving Israel or the United States or a declaration by Israel or the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in Israel or the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3iii) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Material Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under agency then providing a rating to the ActCompany or any Material Subsidiary. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of if subsequent to the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (Ai) a any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in your sole judgment, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Shares, whether in the primary market or in respect of dealings in the secondary market; (ii) any suspension or material limitation in of trading in securities generally on Nasdaq; (B) a the New York Stock Exchange or the Nasdaq National Market, or any setting of minimum prices for trading on the New York Stock Exchange or the Nasdaq National Market, or any suspension or material limitation in of trading of any securities of the Company on any exchange or in the Company’s securities on Nasdaqover-the-counter market; (Ciii) a general any banking moratorium on commercial banking activities declared by either federal U.S. Federal or New York State authorities or a material authorities; (iv) any major disruption in commercial banking or settlements of securities settlement or clearance services in the United States; or (Dv) an any attack on, or outbreak or escalation of hostilities or acts act of terrorism involving involving, the United States States, any declaration of war by Congress or a declaration by the United States of a national emergency or war; or (E) any other national or international calamity or crisis or any change emergency if, in financialyour sole judgment, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) attack, outbreak, escalation, act, declaration, calamity or (E), in the sole judgment of the Representatives, emergency makes it impracticable or inadvisable to proceed with completion of the Offering offering or the sale of and payment for the Shares on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 76, you shall notify the Company and each other Underwriter shall be notified promptly by letter or telegram, describing in writingreasonable detail the basis for the same. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m3(m), 5 4 and 9 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Prospectus, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System; (Bii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, . If UBS or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS and Citigroup, or any group of Underwriters (which may include UBS or Citigroup) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1x) since between the time of execution of this Agreement and the Time of Purchase or the earlier respective dates Additional Time of Purchase, as of which information is given the case may be, (i) either the Company or any Subsidiary shall have incurred any liabilities or obligations, direct or contingent, except in the Registration Statementordinary course of business and consistent with past practice, that, individually or in the Disclosure Package aggregate, could have a Material Adverse Effect or (b) there shall have been any event or development in respect of the business or condition (financial or other) of the Company or the Prospectus there has been any change Subsidiaries that, individually or any development involving a prospective change in the businessaggregate, propertiescould have a Material Adverse Effect, management, financial condition or results of operations of the Company, the effect of which change or development iswould, in UBS’ and Citigroup’s judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect you or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writingby letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)6, 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the RepresentativesRepresentative, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the closing of the several Underwriters hereunder shall be subject to termination in the absolute discretion purchase of the RepresentativesFirm Shares (i) if there has been, if (1) since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Registration Statement, Prospectus (exclusive of any supplement thereto) or the Disclosure Package Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the Prospectus there has been international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or any development involving a prospective change in the business, properties, managementnational or international political, financial condition or results economic conditions, in each of operations of the Companycases (i) and (ii), the effect of which change or development isis such as to make it, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the delivery NYSE, or if trading generally on the American Stock Exchange or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Units on the terms and in the manner contemplated in the Registration StatementCommission, the Disclosure Package and the Prospectus FINRA or any other governmental authority, or (2iv) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3v) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of if a banking moratorium has been declared by either federal or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActNew York authorities. If the Representatives elect Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Initial Purchasers hereunder shall be subject to termination in the absolute discretion of the Representatives, Initial Purchasers if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementFinal Memorandum, the Disclosure Package or the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole Initial Purchasers’ judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration StatementFinal Memorandum, the Disclosure Package and the Prospectus or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole Initial Purchasers’ judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the ProspectusFinal Memorandum, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any debt securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Initial Purchasers elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Initial Purchasers of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters Initial Purchasers for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(l), 5 6 and 9 hereof), and the Underwriters Initial Purchasers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effectAgreement.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute sole discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares and the Pre-Funded Warrants on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq, or the fixing of minimum or maximum prices for trading, or the requirement of maximum ranges for prices for securities by FINRA or by order of the Commission or any other government authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on the Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or significant acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares and the Pre-Funded Warrants on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares and the Pre-Funded Warrants, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriters if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus U.S. Applicable Time there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and Packages or the Prospectus or (2ii) since the time of execution of this Agreement, U.S. Applicable Time there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, or the Bolsa de Valores de Colombia (the Colombian Stock Exchange); (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal federal, Colombian or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Colombia; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Colombia or a declaration by the United States or Colombia of a national emergency or war; (E) a change or development involving a prospective change in Colombian taxes affecting the Company, the Notes or the transfer thereof or the imposition of exchange controls by Colombia, in each case that may limit or in any way would materially and adversely affect the financial markets or the market for the Notes or materially impair the ability of the Underwriters to purchase, hold or effect resales of the Notes on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Disclosure Packages and the Prospectus; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and Packages or the Prospectus, Prospectus or (3iii) since the time of execution of this AgreementU.S. Applicable Time, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 8 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition; provided, if any Units have been purchased hereunderhowever, the representations that Sections 3, 12, 14, 20 and warranties in Section ‎3 hereof and all obligations under Section 4 hereof 21 shall also survive termination and remain in full force and effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package (exclusive of any amendment or the Prospectus supplement thereto) there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering offering, sale or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis (economic, political, financial or any change in financial, political or economic conditions in the United States or elsewhereotherwise), if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes is so materially adverse as to make it impracticable impractical or inadvisable to proceed with the Offering public offering, sale or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActPackage. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. Such termination shall have the effect of terminating this Agreement in its entirety, except for the applicable provisions referenced in the following paragraph. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(n), 5 6 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesManaging Underwriters, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, condition (financial condition or otherwise) or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesManaging Underwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the RepresentativesManaging Underwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A1) any intended or potential such downgrading or (B2) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Managing Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm Units, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and the Final Prospectus, the Disclosure Package or the Prospectus (y) there has been any change or any development involving a prospective change in the business, properties, managementmaterial adverse and unfavorable change, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse otherwise (other than as referred to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (EFinal Prospectus), in the sole operations, business, condition or prospects of the Partnership and the Operating Partnership taken as a whole, which would, in your judgment or in the judgment of the Representativessuch group of Underwriters, makes make it impracticable or inadvisable to proceed with market the Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the ProspectusUnits, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company Partnership or the Operating Partnership by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the ActAct or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Units, the additional time of purchase, as the case may be, trading in securities on the NYSE, the American Stock Exchange or the NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the NYSE, the American Stock Exchange or the NASDAQ National Market or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of such group of Underwriters, to make it impracticable to market the Units. If the Representatives elect you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriters if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus Applicable Time there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus or (2ii) since the time of execution of this Agreement, Applicable Time there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, or the Bolsa de Valores de Colombia (the Colombian Stock Exchange); (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal federal, Colombian or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or the Republic of Colombia; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or the Republic of Colombia or a declaration by the United States or the Republic of Colombia of a national emergency or war; (E) a change or development involving a prospective change in Colombian taxes affecting the Company, the Notes or the transfer thereof or the imposition of exchange controls by the Republic of Colombia that may limit or in any way would materially and adversely affect the financial markets or the market for the Notes or materially impair the ability of the Underwriters to purchase, hold or effect resales of the Notes on the terms and in the manner contemplated by this Agreement, the Disclosure Package and the Prospectus; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus or (3iii) since the time of execution of this AgreementApplicable Time, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If (x) this Agreement is terminated pursuant to this Section 7, (y) the sale Company for any reason fails to tender the Notes for delivery to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by or (z) the Underwriters decline to purchase the Notes for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under subject to any obligation or liability under this Agreement; provided, however, that the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses incurred in connection with this Agreement (except and the transactions contemplated hereby to the extent provided set forth in Sections Section 4(m), 5 and 9 hereof), ) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesManaging Underwriter by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementAgreement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesManaging Underwriter, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Final Prospectuses, the Prospectuses and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurreddeveloped, occurred or come into effect or existence: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe TSX or AMEX; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqby any securities commission, securities regulatory authority or stock exchange in Canada or the United States; (C) a general moratorium on commercial banking activities declared by either federal U.S. federal, Canadian provincial or federal, or New York State state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other national or international calamity or crisis or any change in the financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesManaging Underwriter, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Final Prospectuses, the Prospectuses and the ProspectusPermitted Free Writing Prospectuses, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If the Representatives Managing Underwriter elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters purchase of the UnitsShares by the Underwriters, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale purchase is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof, which shall survive and remain in full force and effect, including following any termination of this Agreement), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS and CIBC, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesUBS and CIBC, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS and CIBC, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives UBS and CIBC elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesBarclays Capital Inc., if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementEffective Date, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyPartnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesBarclays Capital Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and any Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesBarclays Capital Inc., makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, any Preliminary Prospectus, the Disclosure Package Prospectus and the any Issuer Free Writing Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If the Representatives elect Barclays Capital Inc. elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 9 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Initial Purchasers hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementPreliminary Memorandum, the Pricing Disclosure Package or and the Prospectus Final Memorandum, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus Final Memorandum, or (2) since at any time prior to the time of execution purchase or, with respect to the purchase of this Agreementany Additional Notes, the additional time of purchase, as the case may be, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE, the American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable impractical or inadvisable to proceed with the Offering public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and the ProspectusFinal Memorandum, or (3) since the time of execution of this Agreement, other than in the case of a rating of BB- or better by Standard & Poor’s Ratings Services or Ba3 or better by Xxxxx’x Investors Service, Inc. with respect to the Notes, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter Initial Purchaser shall be notified promptly in writing. If the sale to the Underwriters Initial Purchasers of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters Initial Purchasers for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(h), 5 6 and 9 10 hereof), and the Underwriters Initial Purchasers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon execution by the parties hereto have executed and delivered this AgreementUnderwriters. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of the Representatives, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package or the Prospectus there has been any change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the Representativesyour reasonable judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe New York Stock Exchange or NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warwar (other than the existing declaration of the War on Terror); or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, but only if the effect of any such event specified in clause (Div) or (E), v) in the sole your reasonable judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companydowngrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby telephone, confirmed promptly by facsimile. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k)(iv), 4(k)(vi), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of the Representatives, Underwriter if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package or the Prospectus there has been any change material adverse change, or any development involving a prospective change material adverse change, in the business, operations, properties, management, condition (financial condition or otherwise) or results of operations of the Company, Company and the effect of Subsidiaries taken as a whole which change or development iswould, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus or (2y) since at any time prior to the time of execution of this Agreement, there shall have occurred: purchase (Ai) a suspension or material limitation in trading in securities generally on Nasdaq; the New York Stock Exchange, the American Stock Exchange or NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or NASDAQ, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (Cii) a general moratorium on commercial banking activities shall have been declared by either federal the Federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; States or (Diii) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (E) an occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, Underwriter makes it impracticable or inadvisable to proceed with the Offering offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter or telegram from the Underwriter. If the sale to the Underwriters Underwriter of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(1), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on Nasdaqthe NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the Offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Companyin, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential such downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.