survive the execution and delivery of the Loan
Documents, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that Lender may have had notice or knowledge of
any Event of Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as any Loan Obligations are outstanding and unpaid.
Section 7.09. WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING
TO ANY LOAN DOCUMENT TO WHICH IT IS A PARTY OR ANY INSTRUMENT OR DOCUMENT
DELIVERED THEREUNDER.
Section 7.10. Entire Agreement. THIS AGREEMENT, THE NOTE, AND THE OTHER LOAN
DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
THERETO.
Section 7.11. Assignment. Borrower shall not be permitted to transfer any of its
rights, benefits and obligations hereunder without the prior written consent of
Lender.
{SIGNATURE PAGE TO FOLLOW}
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT, AND
BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF THE DATE FIRST ABOVE
STATED.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers and duly authorized, as of the date first above
written.
BORROWER: REG ALBERT LEA, LLC an Iowa limited liability company
/s/ Daniel J. Oh
By:
Daniel J. Oh Its:
President LENDER:
USRG HOLDCO IX, LLC, a Delaware
limited liability company
By:
USRG MANAGEMENT COMPANY, LLC
By:
Name:
Title: Managing Director By:
USRG POWER & BIOFUELS FUND II
GP, LLC
By:
Name:
Title: Manager SOLELY FOR PURPOSES OF SECTION 2.01 OF THE
AGREEMENT, USRG: By:
USRG MANAGEMENT COMPANY, LLC
By:
Name:
Title: Managing Director
{SIGNATURE PAGE TO LOAN AGREEMENT}