W I T N E S S E T H: WHEREAS the Lenders wish to establish for the benefit of Amity, DMLP, Petrogas, Talon, TEMI and TT (collectively, the "Borrowers") a credit facility, and the Borrowers wish to borrow such facility.
In carrying out their respective obligations hereunder, Viking, TEMI and TBNG shall, and shall cause their respective employees, agents, and subsidiaries to, adhere to all applicable laws and governmental rules, regulations and orders.
While it is acknowledged and agreed that (i) such discussions are preliminary in nature, non-binding and subject to the negotiation, execution and delivery of definitive documentation acceptable to Buyer or (ii) that a different arrangement may hereafter be proposed by either Buyer or TEMI, Buyer nonetheless affirms that, in the context of the arrangement described above, the basic principal economic terms referenced above are generally acceptable to Buyer.
TEMI in turn desires to acquire through a contribution to capital from the Operating Partnership, and the Operating Partnership desires to contribute to TEMI, the Assets upon the exercise of the foregoing option by the Operating Partnership.
Any quantity of Hydrocarbons not sold by Velasco to TEMI and not purchased by TEMI from Velasco under the Purchase Contract shall be marketed by Velasco.