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
and so long as the Lender has any unexpired commitments under this Agreement or
the Loan Documents. The expense reimbursement, additional cost and
indemnification provisions of this Agreement shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loan Obligations or the termination of this
Agreement or any provision hereof.
Section 7.12. Reserved.
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Section 7.13. WAIVER OF JURY TRIAL. THE BORROWER AND THE 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 7.14. Entire Agreement. THIS AGREEMENT, THE NOTES, 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 7.15 Sale of Real Estate. To the extent not completed prior to the
Effective Date, the Lender agrees that upon execution of this Agreement by the
parties hereto, the Lender shall consent to the sale to Iowa Regional Utilities
d/b/a Central Iowa Water Association (the "Association") by Central Iowa Energy,
LLC ("CIE"), of the real estate described in that certain Offer to Buy Real
Estate and Acceptance between CIE and the Association as approved by CIE's Board
of Directors on September 16, 2009.
{SIGNATURE PAGE TO FOLLOW}
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SIGNATURE PAGE FOR
MASTER LOAN AGREEMENT
BY AND BETWEEN
REG NEWTON, LLC.
AND
AGSTAR FINANCIAL SERVICES, PCA
DATED: March 8, 2010
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MASTER 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 NEWTON, LLC
An Iowa limited liability company
/s/ Daniel J. Oh
By: Daniel J. Oh
Its: President LENDER: AGSTAR FINANCIAL SERVICES, PCA,
/s/ Mark Schmidt
By: Mark Schmidt
Its: Vice President
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