This letter agreement and the obligation of each of the GSO Investors to fund the indemnification obligation in accordance with Section 1 of this letter agreement shall terminate automatically and immediately, without any further liability or obligation on the part of any GSO Investor, upon the earliest to occur of (i) the consummation of the Anadarko Closing, (ii) the date the GSO Investors have contributed or paid, as applicable, amounts pursuant to Section 1 hereof equal to the cap set forth in Section 1 , (iii) the first date on which both the following have occurred: (a) the Securities Purchase Agreement has been validly terminated and (b) the SN Parties and the Preferred Unit Purchaser agree that there are no amounts due from the Preferred Unit Purchaser pursuant to the second sentence of Section 6.01(b) of the Securities Purchase Agreement and (iii) twelve months after the date on which the Securities Purchase Agreement is terminated in accordance with its terms and there are no pending claims for indemnification pursuant to the second sentence of Section 6.01(b) thereof.  From and after any such termination of this letter agreement, none of the GSO Investors shall have any liability or obligation to any Person under this letter agreement.