Common use of Covenant to Pay Costs Clause in Contracts

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration of the Notes under the Exchange Act, (vi) any filing for review of the public offering of the Notes by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Units, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $50,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company, other representatives of the Company, representatives of the Underwriters (not to exceed $25,000) and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $25,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on the Exchange and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, consultants and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other reasonable and documented fees and disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000 in the aggregate together with any fees payable pursuant to clause (iv) above), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company (and any such consultants, not the Underwriters); and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder. It is understood, however, that, except as provided in this Section 4(a) and Sections 4(b) and 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $50,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $40,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $50,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $25,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Partnership Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Holdings agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale issue and delivery of the Notes including Shares including, any stock ordinary share or stamp or other issuance or transfer taxes and stamp or duties or other similar duties fees or charges imposed by any governmental authority payable upon on the sale, issuance issue or delivery of the Notes Shares to the Underwriters, save for any such taxes, duties, fees or charges which arise or are increased as a result of any document effecting the registration, issue or delivery of the Shares either being signed or executed in the United Kingdom or being brought into the United Kingdom, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale issue under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) and any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, subject to a cap of $15,000, (viiv) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, and (viiivi) the performance of Holdings’ other obligations hereunder, provided that, except as otherwise explicitly provided in this Agreement, the Underwriters shall pay the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken incurred by them in connection with the marketing offering of the offering and sale of Shares contemplated hereby, including the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunderits legal counsel.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $20,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $5,500 per individual); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $73,225), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, consultants and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Units and Private Placement Rights, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the filing fees and legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ Underwriters respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team; (x) the preparation fees and filing disbursements of legal counsel to the Registration Statement, including any amendments thereto, Underwriters and other consultants to the Underwriters and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder. The Company has agreed to pay the Representative up to $75,000 (the “Expense Cap”) for certain of the Underwriters’ out-of-pocket expenses related to the offering, including the Representative’s legal counsel fees and expenses. The Company has paid the Representative $50,000 of the Expense Cap as an advance for such Underwriters’ expenses, which will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g). In addition, the Company has agreed to pay for the expenses of background checks of Company senior management and board of directors, not to exceed $10,000.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Holdings agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Shares including (except as set forth in Section 6(c)), any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Shares to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) and any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters, subject to a cap of $15,000, (viiv) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, and (viiivi) the performance of Holdings’ and the Selling Stockholders’ other obligations hereunder, provided that, except as otherwise explicitly provided in this Agreement, the Underwriter shall pay the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken incurred by them in connection with the marketing offering of the offering and sale of Shares contemplated hereby, including the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of its legal counsel. The provisions of this Section shall not affect any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, agreement that Holdings and the cost Selling Stockholders have made or may make for the sharing of any aircraft chartered in connection with the road show, (ix) the such costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunderexpenses.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Units, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $75,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company, other representatives of the Company, representatives of the Underwriters (not to exceed $25,000) and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $25,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership Parties agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Units to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any other closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the filing fees and up to $20,000 in legal fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Partnership Parties and any such consultants, and provided that the Partnership Parties are obligated to pay only fifty percent (50%) of the cost and expense of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ and Selling Unitholders’ other obligations hereunder. It is understood, however, that except as otherwise provided in this Section 6(r), Section 8 or Section 10 hereof, the Underwriter will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Units by any Underwriter, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriter on their own behalf in connection with presentations to prospective purchasers of the Units.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $15,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Units, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $20,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $25,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to To pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersUnderwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the preparation, printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Ferrellgas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, including Internet roadshows, travel, lodging and other expenses incurred by the officers of the Western Gas Ferrellgas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Ferrellgas Parties’ other obligations hereunder.;

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each any Preliminary Prospectus, the Prospectus, each Permitted any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters incurred in connection with such qualifications and determinations) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange 1934 Act, (viv) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) the costs and expenses of the Western Gas Parties relating to unless otherwise agreed in writing, any presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the any road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Holdings agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Shares including (except as set forth in Section 6(c)), any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) and any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, subject to a cap of $15,000, (viiv) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivi) the costs and expenses of Holdings and the Western Gas Parties Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of Holdings or by the Western Gas Parties Selling Stockholders and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road showshow and (vii) the performance of Holdings’ and the Selling Stockholders’ other obligations hereunder, (ix) provided that, except as otherwise explicitly provided in this Agreement, the Underwriters shall pay the costs and expenses of qualifying incurred by them in connection with the Notes for inclusion in the book-entry settlement system offering of the DTC, (x) the preparation and filing of the Registration StatementShares contemplated hereby, including the fees and expenses of their legal counsel. The provisions of this Section shall not affect any amendments thereto, agreement that Holdings and (xi) the performance Selling Stockholders have made or may make for the sharing of the Western Gas Parties’ other obligations hereundersuch costs and expenses.

Covenant to Pay Costs. Whether The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other reasonable and documented fees and disbursements of counsel for the UnderwritersUnderwriters in an amount not to exceed $15,000) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other reasonable and documented disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $20,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers officers, directors and other representatives of the Western Gas Parties Company (and not the Underwriters) and any such consultants, ; and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder. It is understood, however, that, except as provided in this Section 4(a) and Sections 4(b) and 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Holdings agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Shares including (except as set forth in Section 6(c)), any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Shares to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) and any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters, subject to a cap of $15,000, (viiv) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, and (viiivi) the performance of Holdings’ and the Selling Stockholders’ other obligations hereunder, provided that, except as otherwise explicitly provided in this Agreement, the Underwriter shall pay the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken incurred by it in connection with the marketing offering of the offering and sale of Shares contemplated hereby, including the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of its legal counsel. The provisions of this Section shall not affect any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, agreement that Holdings and the cost Selling Stockholders have made or may make for the sharing of any aircraft chartered in connection with the road show, (ix) the such costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunderexpenses.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on the NYSE and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team; and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Quicksilver Parties jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and custody agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and counsel and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the Underwriters) and the reasonably incurred costs and expenses of printing and furnishing of copies of any Canadian wrapper, blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on NYSE Arca and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRAthe NASD, but not including the any reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersNASD matters in an amount not to exceed $20,000, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of any of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road showPartnership Entities, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Units, including all costs and expenses of UBS-FinSvc and the Underwriters, including the fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ other obligations of the Partnership Entities hereunder; provided, however, that (i) except as otherwise provided in this Section 5 and in Section 6 hereof, the Underwriters shall bear and pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes payable on the issuance of any Units and any advertising expenses incurred by them in connection with any offers they make.

Covenant to Pay Costs. Whether or not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costsexpenses incident to the performance of the obligations of the Company and such Selling Stockholder under this Agreement, expenses, fees and taxes in connection with including: (i) the preparation fees, disbursements and expenses of counsel to the Company and accountants of the Company in connection with the sale and delivery of the Shares to the Underwriter and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement, each Preliminary the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements theretothereto (including financial statements), including the mailing and the printing and furnishing delivering of copies of each thereof to the Underwriters, counsel for Underwriter and persons designated by it in the Underwriters and dealers (including costs of mailing and shipment)quantities specified herein, (ii) all costs and expenses related to the registration, issuance, sale transfer and delivery of the Notes Shares to the Underwriter, including any stock transfer or transfer other taxes payable thereon, (iii) all costs of printing or producing this Agreement and stamp any other agreements or similar duties payable upon documents in connection with the saleoffering, issuance purchase, sale or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment)Shares, (iv) all expenses in connection with the registration or qualification of the Notes Shares for offering offer and sale under state the securities or foreign Blue Sky laws of the several states and the determination all costs of their eligibility for investment under state printing or foreign law producing any Blue Sky memoranda in connection therewith (including the legal fees and filing fees and other reasonable fees and disbursements of counsel for the Underwriters) Underwriter in connection with such registration or qualification and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersmemoranda relating thereto), (v) the registration cost of printing certificates representing the Shares, (vi) all expenses and listing fees in connection with the listing of the Notes Shares on any securities exchange or qualification of the Shares for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses charges of any consultants engaged in connection with the road show presentationstransfer agent, travel, lodging registrar and/or depositary (including DTC) and (viii) all other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) incident to the performance of the Western Gas Parties’ obligations of the Company and such Selling Stockholder hereunder for which provision is not otherwise made in this Section, other obligations hereunderthan the fees, disbursements and expenses of counsel to any Selling Stockholder. It is understood, however, that, except as specifically provided in this Section, and Sections 8 and 12 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and (x) the cost of any aircraft chartered in connection with the road show, (ix) provided that this cost shall be shared equally between the costs Company and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments theretoUnderwriters, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Crestwood Parties jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and custody agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and counsel and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the Underwriters) and the reasonably incurred costs and expenses of printing and furnishing of copies of any Canadian wrapper, blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes under the Exchange ActUnits on any securities exchange, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the any reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters in an amount not to exceed $5,000, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Crestwood Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of any of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road showCrestwood Parties, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations of the Crestwood Parties hereunder; provided, however, that (i) except as otherwise provided in this Section 5 and in Section 6 hereof, the Underwriters shall bear and pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes payable on the issuance of any Units and any advertising expenses incurred by them in connection with any offers they make.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to To pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Prospectus, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the Underwriters) and the reasonably incurred costs and expenses of printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRAthe NASD, but not including the reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties General Partner and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Partnership’s other obligations hereunder; provided, however, that except as otherwise provided in this Section 4 and in Section 5 hereof, the Underwriters shall bear and pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes payable in connection with the resale of any Units by the Underwriters and any “tombstone” or other advertising expenses incurred by them in connection with the announcement of their participation in the Offering.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Partnership Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Crestwood Parties jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and custody agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and counsel and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the Underwriters) and the reasonably incurred costs and expenses of printing and furnishing of copies of any Canadian wrapper, blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes under the Exchange ActUnits on any securities exchange, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the any reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters in an amount not to exceed $5,000, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of any of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road showPartnership Entities, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations of the Partnership Entities hereunder; provided, however, that (i) except as otherwise provided in this Section 5 and in Section 6 hereof, the Underwriters shall bear and pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes payable on the issuance of any Units and any advertising expenses incurred by them in connection with any offers they make.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration of the Notes under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offering by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Holdings agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Shares including (except as set forth in Section 6(c)), any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Shares to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) and any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters, subject to a cap of $15,000, (viiv) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, and (viiivi) the performance of Holdings’ and the Selling Stockholders’ other obligations hereunder, provided that, except as otherwise explicitly provided in this Agreement, the Underwriter shall pay the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken incurred by it in connection with the marketing offering of the offering and sale of Shares contemplated hereby, including the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of its legal counsel. The provisions of this Section shall not affect any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, agreement that Holdings and the cost Selling Stockholders have made or may make for the sharing of any aircraft chartered in connection with the road show, (ix) the such costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunderexpenses.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership Parties agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the filing fees and up to $20,000 in legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Partnership Parties and any such consultants, and provided that the Partnership Parties are obligated to pay only fifty percent (50%) of the cost and expense of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ and Selling Unitholders’ other obligations hereunder. It is understood, however, that except as otherwise provided in this Section 6(s), Section 9 or Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Units by any Underwriter, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Units.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each the Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares and the fees and disbursements of any Custodian, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, reasonable fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road showshow (provided that no aircraft shall be chartered without the prior consent of the Company, which consent may be the oral consent of the Chief Executive Officer or the Chief Financial Officer), (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Shares, including all costs and expenses of UBS-FinSvc and the Underwriters, including the fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder. It is understood, however, that except as provided in this Section 7 and Sections 8 and 12 hereof, the Underwriters will pay the fees and disbursements of their own counsel.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $50,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, consultants and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership Parties agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the filing fees and up to $20,000 in legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Partnership Parties and any such consultants, and provided that the Partnership Parties are obligated to pay only fifty percent (50%) of the cost and expense of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Units, including all costs and expenses of the DUP Administrator and the Underwriters, including the fees and disbursement of counsel for the Underwriters, and (xixii) the performance of the Western Gas Parties’ Partnership Parties other obligations hereunder. It is understood, however, that except as otherwise provided in this Section 6, Section 8 or Section 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Units by any Underwriter, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Units.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each any Preliminary Prospectus, the Prospectus, each Permitted any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters incurred in connection with such qualifications and determinations) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange 1934 Act, (viv) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) unless otherwise agreed in writing, the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the any road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ Underwriter's sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xiviii) the performance of the Western Gas Parties’ Company's and such Selling Stockholder's other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company and each Selling Stockholder agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable documented legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters in connection with such matters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder. The Company hereby agrees with the Underwriters that it will pay any such amounts not so paid by any Selling Stockholder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, [The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Offered ADSs including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Offered ADSs to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offered ADSs for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law [(including the legal fees and filing fees and other disbursements of counsel for the Underwriters) )] and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Offered ADSs on Nasdaq and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offered ADSs by FINRA, but not including [including] the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesOffered ADSs, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Shareholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offered ADSs to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Shareholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Offered ADSs for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the 8-A Registration Statement, including any amendments thereto, (xi) [the offer and sale of the Reserved Shares, including all costs and expenses of the DSP Administrator and the Underwriters, including the fees and disbursement of counsel for the Underwriters], and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Shareholder’s other obligations hereunder. The Company hereby agrees with the Underwriters that it will pay any such amounts not so paid by any Selling Shareholder.]

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Selling Stockholder agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each any Preliminary Prospectus, the Prospectus, each any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters incurred in connection with such qualifications and determinations) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) unless otherwise agreed in writing, the costs and expenses of the Western Gas Parties Company and the Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ ' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the any road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company's and the Selling Stockholder's other obligations hereunder. The Company hereby agrees with the Underwriter that it will pay any such amounts not so paid by the Selling Stockholder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the filing fees and legal fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (such legal fees and disbursements of counsel not to exceed $20,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, show (not to exceed $5,000); [(ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $5,500 per individual and $50,000 in total); (x) the preparation fees and filing disbursements of counsel to the Registration Statement, including any amendments thereto, Underwriters and other consultants to the Representative in an amount not to exceed $100,000); and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.]

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the UnderwritersUnderwriter, counsel for the Underwriters Underwriter and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Units to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the listing of the Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration of the Notes Units under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offering by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters, (vii) the fees and disbursements of the Trustee transfer agent for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder. It is understood, however, that except as otherwise provided in this Agreement, the Selling Unitholders will only be responsible for paying all underwriting discounts and selling commissions applicable to the sale of the Units hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the UnderwritersUnderwriters related thereto) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes under Shares on the Exchange ActNASDAQ, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ ' sales forces, including, without limitation, third-party expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the Underwriters shall reimburse the Company an amount equal to the full, undiscounted, unrestricted first class airfare on a major commercial airline for an equivalent route for each person affiliated with the Underwriters who travels on such chartered aircraft, (ixviii) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (xix) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, thereto and (xix) the performance of the Western Gas Parties’ Company's and such Selling Stockholder's other obligations hereunder. It is understood, however, that except as provided in this Section 7 and Sections 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, (a) The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iviii) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters incurred in connection with such qualifications and determinations) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares and the fees and disbursements of any Custodian, (viiivii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultantsconsultants engaged with the Company’s prior consent, not to be unreasonably withheld, and the cost of any aircraft chartered in connection with the road show, (ixviii) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xiix) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay or cause to be paid all costs, expenses, fees and taxes in connection with (ia) the preparation and filing of the Registration StatementPreliminary Offering Memorandum, each Preliminary Prospectusany other Disclosure Package, any Issuer Written Communication and the Prospectus, each Permitted Free Writing Prospectus Offering Memorandum and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Initial Purchasers and to dealers (including costs of mailing and shipment), (iib) the registration, issuanceissue, sale and delivery of the Notes Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Securities to the UnderwritersInitial Purchasers, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (ivc) the qualification of the Notes Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and Initial Purchasers (not to exceed $10,000), the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Initial Purchasers, and to dealersany reports of exempt distributions or in Canada under applicable Canadian Securities Laws and any applicable fee in connection therewith), (vd) all expenses and application fees incurred in connection with the registration approval of the Notes under the Exchange ActSecurities for book-entry transfer by DTC, (vi) any filing for review of the public offering of the Notes by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viiie) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the UnderwritersInitial Purchasers’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ixf) the costs fees and expenses of qualifying any paying agent (including related fees and expenses of any counsel to such parties), (g) the Notes for inclusion in the book-entry settlement system fees and expenses of the DTCCompany’s counsel and independent accountants, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xih) the performance of the Western Gas Parties’ Company’s other obligations hereunder, and (i) all expenses and fees related to the listing of a number of shares of Underlying Securities equal to the Maximum Number of Underlying Securities. If this Agreement is terminated by the Representatives in accordance with the provisions of Sections 7, 8(b)(1) or 8(b)(2)(B), 8(b)(3) or 9 hereof, the Company shall reimburse the Initial Purchasers for all of their out-of-pocket expenses, including the fees and disbursements of counsel to the Initial Purchasers.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Selling Stockholder agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each any Preliminary Prospectus, the Prospectus, each Permitted any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter incurred in connection with such qualifications and determinations) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) unless otherwise agreed in writing, the costs and expenses of the Western Gas Parties Company and the Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the any road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and the Selling Stockholder’s other obligations hereunder. The Company hereby agrees with the Underwriter that it will pay any such amounts not so paid by the Selling Stockholder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes (other than fees and disbursements of counsel for the Underwriters except to the extent set forth under Section 8 hereof or (iii) or (iv) below), in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iviii) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law to the extent required hereunder (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration of the Notes under the Exchange Act, (viiv) any filing for review of the public offering of the Notes Shares by FINRA, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (viiv) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivi) the costs and expenses of the Western Gas Parties Company and the Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, show and (xivii) the performance of the Western Gas Parties’ Company’s other obligations hereunder; provided, however, that the Underwriters will reimburse the Company in an amount not to exceed $250,000 of the Company’s expenses related to the offering of the Shares and except as provided in Sections 7, 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and expenses of their counsel.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary the Pre-Pricing Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Partnership and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Partnership’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers Underwriter (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers Underwriter (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriter, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on NYSE and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA mattersmatters (not to exceed $50,000 in the case of legal fees), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $75,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes under Shares on any securities exchange or qualification of the Exchange ActShares for listing on the NASDAQ, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas PartiesCompany’s and such Selling Stockholders’ other obligations hereunder. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company and any Selling Stockholder may make for the sharing or allocation of such costs and expenses.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the Underwriters, not to exceed $20,000 on a combined basis with the fees and disbursements described under subsection (vi) below) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the reasonable legal fees and filing fees and other reasonable disbursements of counsel to the Underwriters relating to FINRA matters, not to exceed $20,000 on a combined basis with the fees and disbursements described under subsection (iv) above, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholders and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xi) the reasonable fees and expenses, including reasonable legal fees and expenses, of the Independent Underwriter (other than in-house counsel), not to exceed $10,000 on a combined basis, and (xii) the reasonable performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder. The Company hereby agrees with the Underwriters that it will pay any such amounts not so paid by any Selling Stockholder.

Covenant to Pay Costs. Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Selling Stockholder jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersdealers (subject to a cap of $10,000), (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (subject to a cap of $20,000), (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholder and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the costs of all Exempt Oral Communications and Covered Exempt Written Communications, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, thereto and (xi) the performance of the Western Gas Parties’ Company’s and the Selling Stockholder’s other obligations hereunder. The Company hereby agrees with the Underwriters that it will pay any such amounts not so paid by the Selling Stockholder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Partnership Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U. S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $50,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes toe Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $25,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forcesinvestors, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and one-half the cost of any aircraft chartered in connection with the road showshow (the remaining half of the cost to be paid by the Underwriters) and the costs of all Exempt Oral Communications and Covered Exempt Written Communications, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Shares, including all reasonable costs and expenses of UBS-FinSvc and the Underwriters, and the documented fees and disbursements of counsel for the Underwriters in connection with the sale of such Reserved Shares and (xixii) the performance of the Western Gas Parties’ Company’s other obligations hereunder; provided, that the legal fees and filing fees and other disbursements of counsel payable by the Company pursuant to clause (xi) shall not exceed $5,000 on a combined basis and those pursuant to clauses (iv) and (vi) above shall not exceed $30,000. It is understood, however, that except as provided in this Section 7, Section 12 entitled “Indemnity and Contribution”, Section 12 entitled “Directed Share Program Indemnification” and the last paragraph of Section 13 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes IDSs including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes IDSs to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offered Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters Underwriter and to dealers, (v) the registration any listing of the Notes IDSs on any securities exchange or qualification of the IDSs for quotation on the AMEX and the TSX and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offered Securities by the FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA matters; provided that the legal fees relating to FINRA matters shall not exceed an aggregate of $20,000, (vii) the fees and disbursements of any transfer agent or registrar for the Shares and IDSs and of the Trustee for the Subordinated Notes, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offered Securities to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes (other than fees and disbursements of counsel for the Underwriters except to the extent set forth under Section 6 hereof or (iv) or (vi) or (xi) below), in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law to the extent required hereunder (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ ' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Shares, including all costs and expenses of DB-DSP and the Underwriters, including the reasonable fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ Company's other obligations hereunder, provided, however, that except as provided in Sections 5, 6 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and expenses of their counsel.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the related legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes ADSs and the Ordinary Shares, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Ordinary Shares represented by the ADSs with the Depositary and the issuance and delivery of the ADRs evidencing ADSs in exchange therefor by the Depositary to the UnderwritersCompany, (iii) the producing, word processing and/or printing of this Agreement, the Deposit Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes ADSs and Ordinary Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes ADSs on any securities exchange or qualification of the ADSs for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes ADSs by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesADSs, (viii) the fees and expenses of the Depositary as agreed by the Company and the Depositary and any custodian appointed under the Deposit Agreement, other than the fees and expenses to be paid by holders of ADRs (other than the Underwriters in connection with the initial purchase of ADSs), (ix) the cost of preparing the ADRs, (x) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes ADSs to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ixxi) the costs and expenses of qualifying the Notes ADSs for inclusion in the book-entry settlement system of the DTC, (xxii) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xiii) the offer and sale of ADSs by the Underwriters in connection with the Directed Share Program, including the fees and disbursements of counsel to the Underwriters related thereto, the costs and expenses of preparation, printing and distribution of the Directed Share Program material and all stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program, (xixiv) the performance of the Western Gas Parties’ Company’s other obligations hereunder, and (xv) all other reasonable out-of-pocket fees and expenses incurred by the Underwriters in connection with their or the Company’s obligations hereunder. In addition, the Company agrees to reimburse the Underwriters for the fees and expenses of the Underwriters’ U.S. legal counsel, subject to a cap of $930,000, the Underwriters’ out-of-pocket expenses subject to a cap of $200,000, and the fees and expenses of the Underwriters PRC legal counsel, subject to a cap of $50,000.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ or AIM and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares and the fees and disbursements of the Custodian, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ ' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered at the request or with the consent of the Company in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company's and the Selling Stockholders' other obligations hereunder. The provisions of this Section 7 are not intended to affect any right of the Company to reimbursement from any Selling Stockholder pursuant to any agreement between the Company and such Selling Stockholder with respect to the foregoing.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration StatementStatement and all disclosures included or incorporated by reference therein, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the ProspectusProspectus Supplement, each Permitted Free Writing the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof of the foregoing to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof of the foregoing to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and fees, filing fees fees, expenses and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, in an amount not to exceed $20,000, (v) the registration any listing of the Notes Shares on any national securities exchange or qualification of the Shares for quotation on the AMEX and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the reasonable legal fees fees, filing fees, expenses and other disbursements of counsel to the Underwriters relating to FINRA mattersNASD matters (together with clause (iv) above, not to exceed $20,000 in the aggregate), (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder. It is understood, however, that except as provided in Sections 5, 6 and 10, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers Underwriter (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers Underwriter (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriter, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on NYSE and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA mattersmatters (not to exceed $50,000 in the case of legal fees), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $25,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Shares, including all costs and expenses of UBS-FinSvc and the Underwriters, including the fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder. The Company hereby agrees with the Underwriters that it will pay any such amounts not so paid by any Selling Stockholder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Enogex Parties jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and counsel and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, agreements and any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and counsel and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters related to such qualification) and the reasonably incurred costs and expenses of printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by the FINRA, but not including the any reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Enogex Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ ' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers representatives of any of the Western Gas Enogex Entities, provided, however, that the Enogex Parties are obligated to pay only 50% of the costs and any such consultants, and expenses incurred by or on behalf of the cost representatives of any aircraft chartered the Enogex Entities for private air travel in connection with the road showsuch presentations or meetings, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Units, including all costs and expenses of the DUP Manager and the Underwriters, including the fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ other obligations of the Enogex Entities hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the UnderwritersUnderwriters related thereto) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes under Shares on the Exchange ActNASDAQ, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, third-party expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the Underwriters shall reimburse the Company an amount equal to the full, undiscounted, unrestricted first class airfare on a major commercial airline for an equivalent route for each person affiliated with the Underwriters who travels on such chartered aircraft, (ixviii) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, DTC and (xiix) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder. It is understood, however, that except as provided in this Section 7 and Sections 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership Parties agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any other closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the filing fees and up to $20,000 in legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Partnership Parties and any such consultants, and provided that the Partnership Parties are obligated to pay only fifty percent (50%) of the cost and expense of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, DTC and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ other obligations hereunder. It is understood, however, that except as otherwise provided in this Section 5(u), Section 7 or Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Units by any Underwriter, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Units.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Units, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on the NYSE and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team; and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers Underwriter (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the UnderwritersUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers Underwriter (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriter, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on NYSE and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters Underwriter relating to FINRA mattersmatters (not to exceed $75,000 in the case of legal fees), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTC, Company’s directors and management team (not to exceed $9,375 per person); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration of the Notes under the Exchange Act, (vi) any filing for review of the public offering of the Notes by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Selling Shareholder agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the F-6 Registration Statement, each Preliminary Pre-Pricing Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the UnderwritersCompany, counsel for the Underwriters and dealers the Dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Secondary Shares or the Offered ADSs, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Secondary Shares or the Offered ADSs to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Company and the Underwriters and (except closing documents) to dealers the Dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offered ADSs for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Company and the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersthe Dealers, (v) the registration any listing of the Notes Offered ADSs on any securities exchange or qualification of the Offered ADSs for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offered ADSs by FINRA, but not including including, up to $10,000 in respect of the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent, depositary or registrar for the NotesOffered ADSs, (viii) the costs and expenses of the Western Gas Parties Company and the Selling Shareholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offered ADSs to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Shareholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and the Selling Shareholder’s other obligations hereunder; provided that, for the avoidance of doubt, the Selling Shareholder shall not be required to compensate the Underwriters for any taxes levied solely in respect of profits earned by them resulting from the transactions contemplated hereby. Any such amounts not so paid by the Selling Shareholder shall not be the responsibility of the Company or the Underwriters.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Units, including all costs and expenses of the DUP Manager and the Underwriters, including the fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ other obligations hereunder.;

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Pre-Pricing Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersUnderwriters, any dealer agreements, any powers Powers of attorney Attorney, Custody and Escrow Agreements and Agreements to Sell and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholders and any such consultants, and the cost of any aircraft chartered in connection with the road show, and the costs of all Exempt Oral Communications and Covered Exempt Written Communications, if any and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas PartiesCompany’s and the Selling Stockholders’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Eagle Rock Parties jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and custody agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and counsel and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the Underwriters) and the reasonably incurred costs and expenses of printing and furnishing of copies of any Canadian wrapper, blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRAthe NASD, but not including the any reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersNASD matters in an amount not to exceed $20,000, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Eagle Rock Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of any of the Western Gas Parties and any such consultantsEagle Rock Entities, and the cost of any aircraft chartered in connection with the road show, and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations of the Eagle Rock Entities hereunder; provided, however, that (i) except as otherwise provided in this Section 5 and in Section 6 hereof, the Underwriters shall bear and pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes payable on the issuance of any Units and any advertising expenses incurred by them in connection with any offers they make.

Covenant to Pay Costs. Whether or not (a) Without prejudice to any agreement between the transactions Company and the Selling Stockholder relating to their obligations to one another for the payment of costs, expenses, fees and taxes in connection with the matters contemplated by this Agreement are consummated or this Agreement is terminatedhereby, the Company and the Selling Stockholder agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and the Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Gas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.,

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, the MJDS Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the OTC and the TSX and any registration thereof under the Exchange ActAct and any fees required to be paid to the Canadian Regulatory Authorities, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system performance of the DTCCompany’s other obligations hereunder, and (x) the preparation fees and filing disbursements of the Registration StatementUnderwriters’ Canadian, including any amendments thereto, United States and (xi) other counsel in connection with the performance offering of the Western Gas Parties’ other obligations hereunderShares, to a maximum of US $150,000, exclusive of disbursements and applicable taxes.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to To pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersUnderwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Ferrellgas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Ferrellgas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Ferrellgas Parties’ other obligations hereunder.;

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties WGP Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties WGP Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ other obligations hereunder. In addition, the Partnership agrees to pay (1) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Unit Program, (2) all costs and expenses incurred by the Underwriters in connection with the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of copies of the Directed Unit Program material and (3) all stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Unit Program.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Units, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification qualification, registration or exemption of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, such amount not to exceed $25,000, (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, ; (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTCCompany’s directors and management team, such amount not to exceed $45,000, of which $25,000 shall be paid upon the closing of the Offering with the remainder paid upon the Company’s consummation of its initial Business Combination; and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Offered ADSs including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Offered ADSs to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, the Deposit Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offered ADSs for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Ordinary Shares and Offered ADSs on any securities exchange or qualification of the Offered ADSs for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offered ADSs by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesOffered ADSs, (viii) the fees and expenses of the Depositary and its counsel, (ix) the costs and expenses of the Western Gas Parties Company and the Selling Securityholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offered ADSs to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Securityholders and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ixx) the costs and expenses of qualifying the Notes Offered ADSs for inclusion in the book-entry settlement system of the DTC, (xxi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Securityholder’s other obligations hereunder. The maximum reimbursable expenses payable by the Company to the Underwriters pursuant to this Section 7 is $300,000. It is understood, however, that except as provided in this Section 7 or Section 8 or Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any shares owned by them and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the road show, including 50% of the cost of any aircraft chartered in connection with the road show. The Underwriters have agreed to reimburse the Company for certain printing, road show and legal expenses related to the offering of the Offered ADSs in an amount equal to $[ ], or $[ ] if the Underwriters purchase all of the Additional ADSs; provided that such reimbursement amount will be adjusted proportionately if the Underwriters purchase only a portion of the Additional ADSs. [Such reimbursement amount, which will depend on the size of the offering, shall not exceed $1,000,000 and will be no less than $700,000.]

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Stockholders and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto[, (xi) the offer and sale of the Reserved Shares, including all costs and expenses of UBS-FinSvc and the Underwriters, including the fees and disbursement of counsel for the Underwriters,] and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forcesinvestors, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and one-half the cost of any aircraft chartered in connection with the road showshow (the remaining half of the cost to be paid by the Underwriters) and the costs of all Exempt Oral Communications and Covered Exempt Written Communications, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.,

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each any Preliminary Prospectus, the Prospectus, each Permitted any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the UnderwritersUnderwriters incurred in connection with such qualifications and determinations) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) unless otherwise agreed in writing, the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the any road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not The Company has separately agreed pursuant to the transactions contemplated by this Share Repurchase Agreement are consummated or this Agreement is terminated, to that Crown will pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the F-6 Registration Statement, each Preliminary Pre-Pricing Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the UnderwritersCompany, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Offered Securities, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Offered Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Company and the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offered Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Company and the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration any listing of the Notes Offered ADSs and the Additional ADSs on any securities exchange or qualification of the Offered ADSs and the Additional ADSs for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering and the sale of the Notes Offered Securities by FINRA, but not including including, up to $10,000 in respect of the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent, depositary or registrar for the NotesOffered Securities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offered Securities to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) all taxes, if any, on the costs issuance, transfer and expenses of qualifying the Notes for inclusion in the book-entry settlement system sale of the DTC, Offered Securities being sold by the Company and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder; provided that, for the avoidance of doubt, Crown shall not be required to compensate the Underwriters for any taxes levied solely in respect of profits earned by them resulting from the transactions contemplated hereby. Any such amounts not so paid by Crown under the Share Repurchase Agreement shall not be the responsibility of the Underwriters. It is acknowledged and agreed that each of the Underwriters has been named as a third party beneficiary in the Share Repurchase Agreement in respect of Crown’s expense reimbursement obligations to the Company in connection with this Underwriting Agreement. Nothing in this Section 7 obliges Crown to pay the underwriters’ counsel fees and disbursements except to the extent set out in clause 5.3 of the Share Repurchase Agreement.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to To pay all costs, expenses, fees and taxes in connection with (i) the Trustee and its professional advisers; (ii) the execution, issue, authentication, packaging and initial delivery of the Securities, (iii) the preparation and filing of the Registration Statement, each Preliminary Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (iiiv) the registration, issuanceissue, sale and delivery of the Notes Securities pursuant to the Indenture including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Securities to the Underwriters, (iiiv) the execution, the producing, word processing and/or printing of this Agreement, any agreement among underwritersUnderwriters, any dealer agreements, the Indenture and any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (ivvi) the qualification of the Notes Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the preparation, printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (vvii) any fees charged by investment rating agencies for the registration rating of the Notes under the Exchange ActSecurities, (viviii) any filing for review of the public offering of the Notes Securities by FINRA, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viiiix) the costs and expenses of the Western Gas Ferrellgas Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, including net roadshows, travel, lodging and other expenses incurred by the officers of the Western Gas Ferrellgas Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, show and (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Ferrellgas Parties’ other obligations hereunder.;

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Selling Shareholder agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each the Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Offering ADSs including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Offering ADSs to the UnderwritersUnderwriters in connection with this Agreement, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offering ADSs for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration listing of the Notes under Offering ADSs on the Exchange ActNYSE, (viv) any filing for review of the public offering of the Notes Offering ADSs by the FINRA, but not including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesOffering ADSs, (viiivii) the costs and expenses of the Western Gas Parties Company and the Selling Shareholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offering ADSs to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Shareholder and any such consultants, and and, subject to the Selling Shareholder’s prior approval, the cost of any aircraft chartered in connection with the road show, (ixviii) the costs and expenses of qualifying the Notes Offering ADSs for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xiix) the performance of the Western Gas Parties’ Company’s and the Selling Shareholder’s other obligations hereunder, including the fees and expenses of their counsel provided, however, that except as provided in this Section 7 and in Section 8, the Underwriters will pay all of their own costs and expenses (including the fees and expenses of their U.S. and Argentine counsel). All payments to be made by the Selling Shareholder to the Underwriters under this Agreement (including any deemed payment relating to the SEC) shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless required by law. In that event, the Selling Shareholder agrees to pay to the Underwriters, on an after-tax basis, such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

Covenant to Pay Costs. Whether (a) The Company agrees to pay, or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedcause to be paid, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, any preliminary prospectus and the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the printing, registration, issuanceissue, sale and delivery of the Notes Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers and Powers of attorney Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering offer and sale under state or foreign non-U.S. laws and the determination of their eligibility for investment under state or foreign non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealersUnderwriters, (v) the registration fees and expenses incurred in connection with the listing of the Notes Securities on the Exchange and any registration thereof under the Exchange Act, (vi) any the filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the Trustee transfer agent and registrar for the NotesSecurities, (viii) the costs and expenses of the Western Gas Parties Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers and other representatives of the Western Gas Parties Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs fees, expenses and expenses of qualifying the Notes for inclusion in the book-entry settlement system disbursements relating to background checks of the DTCCompany’s officers, directors and director nominees (not to exceed $35,000); and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies (such number of copies to be reasonably approved by the Company) of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (viv) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (viv) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (viivi) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiivii) the costs and expenses of the Western Gas Parties Company and the Selling Stockholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ ' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties and Company or by any such consultantsSelling Stockholder, and the cost of any aircraft chartered in connection with the road showshow (it being understood that one-half of the cost of any aircraft chartered in connection with the road show shall be borne by the Underwriters), (ixviii) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (xix) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, thereto and (xix) the performance of the Western Gas Parties’ Company's other obligations hereunder. It is understood, however, that except as provided in this Section 7 and Sections 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes on resale of any Shares by them, and any advertising expenses connected with any offers they make.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration of the Notes Securities under the Exchange Act, (vi) any filing for review of the public offering of the Notes Securities by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Partnership Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Securities for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the related legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by the FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and a pro rata portion of the cost of any aircraft chartered in connection with the road showshow based on the number of passengers that are not employees of the Underwriters, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the related legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Stockholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Stockholder and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, (xi) the offer and sale of the Reserved Shares, including all costs and expenses of UBS-FinSvc and the Underwriters, including the fees and disbursement of counsel for the Underwriters and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Stockholder’s other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties WGP Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties WGP Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ other obligations hereunder. In addition, the Partnership agrees to pay (1) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Unit Program, (2) all costs and expenses incurred by the Underwriters in connection with the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of copies of the Directed Unit Program material and (3) all stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Unit Program. Notwithstanding the foregoing, the Underwriters will reimburse the Partnership Parties for certain costs and expenses incurred in connection with the offering in an amount not to exceed $75,000. Such reimbursement shall be made by wire transfer of immediately available funds to such accounts or accounts designated by the Partnership Parties or such other method as agreed to by the parties to this Agreement following delivery of reasonably satisfactory documentation of the expenses to the Representatives.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership Parties agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney agreements and any other closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the filing fees and up to $20,000 in legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Partnership Parties and any such consultants, and provided that the Partnership Parties are obligated to pay only fifty percent (50%) of the cost and expense of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, DTC and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ other obligations hereunder. It is understood, however, that except as otherwise provided in this Section 5(t), Section 6 or Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Units by any Underwriter, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Units.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration listing of the Notes Units on any securities exchange or qualification of the Units for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Units by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesUnits, (viii) the costs and expenses of the Western Gas Parties Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Partnership Entities and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Units for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Parties’ other obligations hereunder.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreementagreement, any agreement agreements among underwritersthe Underwriters, any dealer agreements, any powers Powers of attorney and any Attorney, Custody Agreements, closing documents documents, agreements or materials (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Shares by FINRAthe NASD, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA NASD matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viii) the costs and expenses of the Western Gas Parties Company and such Selling Shareholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ ' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by such Selling Shareholder and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xi) the performance fees and disbursements of counsel to the Underwriters. The Company agrees to reimburse the Representative for all costs and reasonable expenses incurred by it in connection with the offering, including without limitation, cost of audit and accounting reports, provision of comfort letters, document production, postage, telecommunications, travel (including road show travel), reasonable out-of-pocket expenses and the fees and disbursements of the Western Gas Parties’ Representative's legal counsel and other obligations hereunderadvisers. For the avoidance of doubt, each of the Company and the Selling Shareholders agrees to pay for all its own legal fees, the costs of its accountants, auditors and other advisers, and the costs of all audit and accounting reports and work. The Company agrees that the Representative may deduct any and all sums payable to it pursuant to this Section 7 from the proceeds payable to the Company pursuant to the terms and conditions of this agreement at the time of purchase of the Firm Shares, and at the additional time of purchase of the Additional Shares to the extent any additional costs of a nature as described in this Section 7 are incurred by the Representative during the period from the time of purchase and the additional time of purchase.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Selling Shareholder agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement Agreement among underwritersUnderwriters, any dealer agreements, any powers of attorney agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters, in an amount not to exceed $25,000) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and the ISM, (vi) any fees to register the Shares under the Exchange Act, (vivii) any filing fee related to any filing for review of the public offering of the Notes Shares by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA mattersmatters in an amount not to exceed $45,000, (viiviii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesShares, (viiiix) the costs and expenses of the Western Gas Parties Company and the Selling Shareholder relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Shareholder and any such consultants, and 50% the cost of any aircraft chartered in connection with the road show, the costs of all Exempt Oral Communications and Covered Exempt Written Communications, (ixx) the costs and expenses of qualifying the Notes Shares for inclusion in the book-entry settlement system of the DTC, (xxi) the preparation and filing of the Exchange Act Registration StatementStatement and any Form S-8 (or similar) registration statement, including any amendments thereto. It is understood, however, that except as provided in this Section 7, and (xi) in Sections 8 and 12 hereof, the performance Underwriters will pay all of their own costs and expenses, including their travel and lodging expenses, including 50% of the Western Gas Parties’ other obligations hereundercost of any aircraft chartered in connection with the road show, the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Company agrees to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuanceissue, sale and delivery of the Notes Offered ADSs including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes Offered ADSs to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, the Deposit Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers Powers of attorney Attorney and Custody Agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Offered ADSs for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration any listing of the Notes Ordinary Shares and Offered ADSs on any securities exchange or qualification of the Offered ADSs for listing on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Notes Offered ADSs by FINRA, but not including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee any transfer agent or registrar for the NotesOffered ADSs, (viii) the fees and expenses of the Depositary and its counsel, (ix) the costs and expenses of the Western Gas Parties Company and the Selling Securityholders relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Offered ADSs to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Parties Company or by the Selling Securityholders and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ixx) the costs and expenses of qualifying the Notes Offered ADSs for inclusion in the book-entry settlement system of the DTC, (xxi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xixii) the performance of the Western Gas Parties’ Company’s and such Selling Securityholder’s other obligations hereunder. It is understood, however, that except as provided in this Section 7 or Section 8 or Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any shares owned by them and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the road show, including 50% of the cost of any aircraft chartered in connection with the road show.

Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, The Partnership Parties agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, each Permitted Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance sale or delivery of the Notes Securities to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwritersAgreement Among Underwriters, any dealer agreements, any powers of attorney the Indenture, the Second Supplemental Indenture and any other closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any fees charged by investment rating agencies for the registration rating of the Notes under the Exchange ActSecurities, (vi) any filing for review of the public offering of the Notes Securities by FINRA, but not including the filing fees and up to $20,000 in legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements expenses of the Trustee and paying agent (including related fees and expense of any counsel for the Notessuch parties), (viii) the costs and expenses of the Western Gas Partnership Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes Securities to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Gas Partnership Parties and any such consultants, and provided that the Partnership Parties are obligated to pay only fifty percent (50%) of the cost and expense of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes Securities for inclusion in the book-entry settlement system of the DTC, DTC and (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Gas Partnership Parties’ other obligations hereunder. It is understood, however, that except as otherwise provided in this Section 5(r), Section 7 or Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Securities by any Underwriter, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Securities.