The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

Each of the U.S. Loan Parties is validly existing and in good standing under the laws of its jurisdiction of incorporation.

Each of the U.S. Loan Parties has the corporate power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.

Each of [Section 11.06] (Successors and Assigns), [Section 11.10] (Counterparts; Integration; Effectiveness), [Section 11.12] (Severability), [Section 11.14] (Governing Law; Jurisdiction; Etc.) and [Section 11.15] (Waiver of right to Trial by Jury) of the Credit Agreement hereby are incorporated herein by reference, mutatis mutandis.

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by [[Organization C:Organization]] from [[Organization B:Organization]] hereunder, in addition to all other requirements set forth herein, [[Organization B:Organization]] shall deliver to [[Organization C:Organization]] all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to [[Organization C:Organization]] in its sole and absolute discretion:

Deliveries of Each Purchaser. At each Closing (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Partnership:

By Each Selling Holder. Each Selling Holder severally and not jointly (other than the BlackRock Purchaser which obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holders furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto;

Each of [Schedule 10.1] (Permitted Existing Liens) and [Schedule 10.2] (Permitted Existing Investments) is amended and restated in the form attached to this letter agreement as [Schedules 10.1] and 10.2, respectively.

Taxes, Indebtedness, etc

Consultation with Independent Counsel. The Parties hereto have each consulted with and been counseled by their own legal counsel and tax advisors, and are entering into this Agreement voluntarily and with full understanding of the meaning and legal effects of each provision contained in this Agreement. Snell and Wilmer L.L.P. has acted as legal counsel to ​ and has not acted as legal counsel to any other Party. The Parties hereto and their respective legal counsel have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.