This letter agreement and the obligation of the GSO Investor to fund the Commitment in accordance with Sections 1 and 2 of this letter agreement shall terminate automatically and immediately, without any further liability or obligation on the part of the GSO Investor, upon the earliest to occur of (i) the consummation of the Anadarko Closing (as defined in the Securities Purchase Agreement) or the Closing, (ii) the termination of the Anadarko Purchase Agreement in accordance with its terms or the termination of the Securities Purchase Agreement in accordance with its terms, (iii) the funding of the Commitment and (iv) either Seller or any of its affiliates, directly or indirectly, asserting in any legal proceeding a claim in connection with the Anadarko Purchase Agreement or any of the transactions c ontemplated thereby against (a) the GSO Investor other than as expressly permitted pursuant to Section 3 hereunder or (b) any Investor/Partner Affiliate in violation of Section 7 hereof.  From and after any such termination of this letter agreement, the GSO Investor shall have no liability or obligation to any Person under or as a result of this letter agreement .