Agreement No. 00079054SLA-C
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of ______________________________ is entered into by and between Granite Falls Energy, LLC, Granite Falls, Minnesota, a limited liability company (the “Borrower”), and AgCountry Farm Credit Services, PCA, AgCountry Farm Credit Services, FLCA, a federally-chartered instrumentality of the United States (“Lender”).
RECITALS
(A)The Borrower and Lender are parties to that certain Credit Agreement, as amended, dated as of September 27, 2018 (the “Existing Agreement”). Pursuant to the terms of the Existing Agreement, the parties entered into one or more Promissory Notes thereunder (the “Existing Promissory Note(s)”). The Borrower and Lender now desire to amend and restate the Existing Agreement and to apply this Agreement to the Existing Promissory Note(s), as well as any new Promissory Note(s) that may be issued hereunder. For that reason and for valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower and Lender hereby agree that the Existing Agreement will be amended and restated by this Agreement.
In consideration of the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and Lender agree as follows:
1Defined Terms; Accounting Principles. Certain capitalized terms used in this Agreement bear the definitions given to them in this Agreement. References to accounting standards are to United States generally accepted accounting principles, consistently applied (the “Accounting Standards”).
ARTICLE 2The Facilities.
2.1Promissory Note. In the event the Borrower desires to borrow from Lender and Lender is willing to lend to the Borrower, or in the event the parties desire to consolidate any existing loans hereunder, the parties will enter into a promissory note (a “Promissory Note”). Each Promissory Note will set forth Lender’s commitment to make a loan or loans to the Borrower, the amount of the loan(s), the purpose of the loan(s), the interest rate or rate options applicable to the loan(s), the repayment terms of the loan(s), and any other terms and conditions applicable to the particular loan(s). Each Promissory Note will also contain the Borrower’s promise to make payments of interest on the unpaid principal balance of the loan(s), and fees and premiums, if any, and to repay the principal balance of the loan(s). Each loan will be governed by the terms and conditions contained in this Agreement and in the Promissory Note relating to that loan.
2.2Sale of Participation Interests and Appointment of Administrative Agent. The Borrower acknowledges that concurrent with the execution of this Credit Agreement and related Promissory Note(s), Lender is selling a participation interest in this Credit Agreement and each Promissory Note to CoBank, FCB, an affiliate of CoBank, ACB (“CoBank”). Pursuant to an Administrative Agency Agreement and Intercreditor Agreement dated of even date herewith (“Agency Agreement”), Lender has appointed CoBank as Administrative Agent (“Agent”) in place of Lender hereunder and under each Promissory Note and any security documents to be executed hereunder. All advances of funds hereunder shall be made by Agent, all repayments by the Borrower hereunder shall be made to Agent, and all notices to be made to Lender hereunder shall be made to Agent. Agent shall be solely responsible for the administration of this agreement, each Promissory Note and the security documents to be executed by the
Borrower hereunder and the enforcement of all rights and remedies of Lender hereunder and thereunder. The Borrower acknowledges the appointment of Agent and consents to such appointment.
2.3Availability. Loans will be made available on any day on which Agent and the Federal Reserve Banks are open for business (a “Business Day”) upon the telephonic or written request of an authorized employee of the Borrower. Requests for loans must be received by 12:00 p.m. Denver, Colorado time on the date the loan is desired. Loans will be made available by wire transfer of immediately available funds. Wire transfers will be made to such account or accounts as may be authorized by the Borrower.
2.4Security. The Borrower’s obligations under this Agreement, each Promissory Note, and each interest rate swap, hedge, cap, collar, forward fix or similar agreement, including any master agreement published by the International Swap and Derivatives Association, Inc., between the Borrower and Lender and/or CoBank, designed to protect the Borrower from fluctuations in interest rates (the “Interest Rate Agreement”) will be secured by a statutory first lien on all equity that the Borrower may now own or hereafter acquire or be allocated in Lender (including Lender’s parent company, as applicable) and/or CoBank. In addition, except as otherwise provided in a Promissory Note or in a closing instruction letter signed by the parties (an “Instruction Letter”), the Borrower’s obligations hereunder and under each Promissory Note will be:
(a)secured by a first priority lien (subject only to exceptions approved in writing by Agent) on all real and personal property of the Borrower, whether now existing or hereafter acquired. The Borrower agrees to take such steps, including, without limitation, the execution and recordation or filing, as applicable, of mortgages, deeds of trust, security agreements, intercreditor or parity agreements, pledge agreements, control agreements, financing statements, and amendments to any of the foregoing, and such other instruments and documents as Agent may require to enable Agent to obtain, perfect, and maintain a lien on such property, and the payment of any applicable mortgage recording, documentary stamp, or intangible taxes; and
(b)guaranteed by an unsecured or secured, limited or continuing guarantee of payment, in form and substance and from such parties as may be required by Agent from time to time. If Agent requires such guarantee(s) to be secured by lien on the real and/or personal property of a guarantor (a “Guarantor”), Borrower will cause each Guarantor to take such steps, including, without limitation, the execution and recordation or filing, as applicable, of mortgages, deeds of trust, security agreements, pledge agreements, control agreements, financing statements, and amendments to any of the foregoing, and such other instruments and documents as Agent may require to enable Agent to obtain, perfect, and maintain a lien on such property, and the payment of any applicable mortgage recording, documentary stamp, or intangible taxes.
(c)In addition, the Borrower agrees, as may be required by Agent from time to time, to provide to Agent ALTA lender’s policies of title insurance in face amounts and from title companies acceptable to Agent insuring the lien under any mortgage or deed of trust granted by the Borrower or any Guarantor to Agent and Lender. The Borrower agrees to pay the cost of such title policies, together with such endorsements as may be reasonably requested by Agent.
2.5Payments Generally. The Borrower’s obligation to repay each loan will be evidenced by a Promissory Note. Agent will maintain a record of all loans, the interest accrued thereon, and all payments made with respect thereto, and such record will, absent proof of manifest error, be conclusive evidence of the outstanding principal and interest on the loans. Payments under each Promissory Note will be made by wire transfer of immediately available funds, by check, or by automated clearing house (ACH) or other similar cash handling processes as specified by separate agreement between the Borrower and Agent. Wire transfers will be made to ABA No. 307088754 for advice to and credit of “CoBANK” (or to such other
account as Agent may direct by notice). The Borrower will give Agent telephonic notice no later than 12:00 p.m. Denver, Colorado time on the day the Borrower intends to pay by wire of such intent, and funds received after 3:00 p.m. Denver, Colorado time will be credited on the next Business Day. Checks will be mailed to CoBANK, Department 167, Denver, Colorado 80291-0167 (or to such other place as Agent may direct by notice). Credit for payment by check will not be given until the later of the next Business Day after receipt of the check or the day on which Agent receives immediately available funds. If any installment of principal or interest is due on a date that is not a Business Day, then such installment will be due and payable on the next Business Day.
2.6Broken Funding Surcharge. Notwithstanding the terms of any Promissory Note giving the Borrower the right to repay any loan prior to the date it would otherwise be due and payable, the Borrower agrees to provide three Business Days’ prior written notice for any prepayment of a fixed rate balance and to pay to Agent a broken funding surcharge in the amount set forth below in the event the Borrower: (a) repays any fixed rate balance prior to the last day of its fixed rate period (whether such payment is made voluntarily, as a result of an acceleration, or otherwise); (b) converts any fixed rate balance to another fixed rate or to a variable rate prior to the last day of the fixed rate period applicable to such balance; or (c) fails to borrow any fixed rate balance on the date scheduled therefor. The surcharge will be in an amount equal to the greater of (1) the present value of any funding losses imputed by Lender and/or Agent to have been incurred as a result of such payment, conversion or failure or (2) $300.00. Any prepayment or cancellation of the commitments in part or whole due to refinancing on or before October 1, 2023 will result in a prepayment premium of Two Percent (2%) of the total amount of commitments in effect. Notwithstanding the foregoing, in the event any fixed rate balance is repaid as a result of the Borrower refinancing the loan with another lender or by other means, then in lieu of the foregoing, the Borrower will pay to Agent a surcharge in an amount sufficient (on a present value basis) to enable Lender and/or Agent to maintain the yield it would have earned during the fixed rate period on the amount repaid. Any surcharge will be determined and calculated in accordance with methodology established by Lender and Agent, copies of which will be made available upon request. Notwithstanding the foregoing, in the event of a conflict between the provisions of this section and of the broken funding charge section of a forward fix agreement between Agent and the Borrower, the provisions of the forward fix agreement will control.
2.7Taxes; Change in Law. Any payment by the Borrower to Agent will be made net of any taxes (other than income and similar taxes imposed on or measured by Lender’s and/or Agent’s overall net income). If any change in any law, rule, regulation, code, ordinance, order or the like to which the Borrower is subject, including, without limitation, all laws relating to environmental protection, and taxes (collectively, “Laws”), increases the cost of making or maintaining any loan (or any associated commitment to lend), or reduces the amount received or receivable by Agent hereunder then, upon request, the Borrower will pay to Agent such additional amount as will compensate Lender and/or Agent for such additional costs incurred or reduction suffered.
ARTICLE 3Conditions Precedent.
3.1Conditions to Initial Promissory Note. Lender’s obligation to extend credit under the initial Promissory Note hereunder is subject to the condition precedent that Agent receive, in form and substance satisfactory to Agent, each of the following:
(a)This Agreement. A duly executed copy of this Agreement, the other Loan Documents (as defined below), the Instruction Letter accompanying this Agreement, and all instruments and documents contemplated hereby and thereby.
(b)Banking Service Agreements. A duly completed and executed copy of any banking service agreement, including any agreement relating to the provision by CoBank of cash management services, required by Agent from time to time. Agent will be entitled to rely on (and will incur no liability to the Borrower in acting on) any request or direction furnished in accordance with the terms thereof.
3.2Conditions to Each Promissory Note. Lender’s obligations to extend credit under each Promissory Note hereunder, including the initial Promissory Note, is subject to the condition precedent that Agent receive, in form and substance satisfactory to Agent, each of the following:
(a)Promissory Note. A duly executed copy of the Promissory Note and all instruments and documents contemplated by the Promissory Note.
(b)Instruction Letter. Any and all items or requirements detailed in an Instruction Letter.
(c)Evidence of Perfection. Such evidence as Agent may require that it has duly perfected liens as required under this Agreement.
(d)Evidence of Authority. Such certified board resolutions, certificates of incumbency, and other evidence that Agent may require that the Promissory Note, all instruments and documents executed in connection therewith, and, in the case of the initial Promissory Note hereto, this Agreement, the other Loan Documents (as defined below) and all instruments and documents executed in connection herewith and therewith, including any security documents, have been duly authorized and executed.
(e)Fees and Other Charges. Any fees or other charges provided for herein, in the Promissory Note or in any invoice provided by Agent.
(f)Insurance. Such evidence as Agent may require that the Borrower is in compliance with Section 5.4 below.
3.3Conditions to Each Loan. Lender’s obligation under each Promissory Note to make any loan to the Borrower thereunder is subject to the condition that no “Event of Default” (as defined in Section 8.1 below) or event that, with the giving of notice and/or the passage of time and/or the occurrence of any other condition, would ripen into an Event of Default (a “Potential Default”) will have occurred and be continuing or would be caused by the making of such loan.
ARTICLE 4Representations and Warranties. The execution by the Borrower of this Agreement and each Promissory Note hereunder, or any renewal or extension by Agent on behalf of Lender of any Promissory Note hereunder, will constitute a representation and warranty by the Borrower that:
4.1Instruction Letter; Loan Documents. Each representation and warranty and all information set forth in any Instruction Letter and/or any of the Loan Documents (as defined below) and/or any other document submitted in connection with, or to induce Lender to enter into, such Promissory Note is correct in all material respects as of the date of such Promissory Note.
4.2Compliance; Legal Proceedings. Each Loan Party (as defined below) and its Subsidiaries (as defined below) and all property owned or leased or proposed to be acquired with the proceeds of any Promissory Note hereunder by each Loan Party and/or its Subsidiaries and all of its/their operations are in compliance with all applicable Laws and the terms of the Loan Documents and no Event of Default or Potential Default exists or is continuing. In addition, there are no pending legal, arbitration, or governmental actions or proceedings to which any Loan Party or any Subsidiary is a party or to which any of its or any Subsidiaries’ property is subject which, if adversely determined, might have a material adverse
effect on the financial condition, operations, properties, profits, or business of any Loan Party or any Subsidiary, and to the best of each Loan Party’s knowledge, no such actions or proceedings are threatened or contemplated. “Loan Party” means the Borrower and any Guarantor.
4.3Organization; Good Standing. Each Loan Party (a) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, (b) has the lawful power to own or lease its properties and to engage in the business it conducts or proposes to conduct, and (c) is duly qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it makes such qualification necessary.
4.4Binding Agreement. The Loan Documents constitute legal, valid, and binding obligations of each Loan Party that are enforceable in accordance with their terms.
4.5Conflicting Agreements. Neither this Agreement nor any Promissory Note, Interest Rate Agreement, or other instrument or document securing or otherwise relating hereto or to any Promissory Note (each a “Loan Document” and collectively, at any time, the “Loan Documents”) conflicts with, or constitutes (with or without the giving of notice and/or the passage of time and/or the occurrence of any other condition) a default under, any other agreement to which the Borrower is a party or by which it or any of its property may be bound or affected, and does not conflict with any provision of its bylaws, articles of incorporation or other organizational documents.
4.6Consents and Approvals. No consent, permission, authorization, order or license of any governmental authority or of any party to any agreement to which each Loan Party is a party or by which it or any of its property may be bound or affected, is necessary in connection with the project, acquisition or other activity being financed by such Promissory Note, or the execution, delivery, performance or enforcement of any Loan Document, except as have been obtained and are in full force and effect.
4.7Budgets; Full Disclosure. All budgets, projections, feasibility studies, and other documentation submitted by the Borrower or its Affiliates (as defined below) to Agent in connection with, or to induce Lender to enter into, such Promissory Note are based upon assumptions that are reasonable and realistic, and as of the date of such Promissory Note, no fact has come to light, and no event has occurred, that would cause any assumption made therein to not be reasonable or realistic. No Loan Document or other certificate, statement, agreement, or document furnished to Agent in connection with this Agreement or any other Loan Document (a) contains any untrue statement of a material fact, or (b) fails to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. The Borrower is not aware of any Material Adverse Change that has not been disclosed in writing to Agent. “Affiliate” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency, (1) that directly or indirectly controls, is controlled by, or is under common control with the Borrower, (2) that beneficially owns or holds 5% or more of any class of the voting or other equity interests of the Borrower, or (3) 5% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by the Borrower. A “Material Adverse Change” means any material adverse change, as reasonably determined by Agent, in the condition, financial or otherwise, operations, business, liabilities (actual or contingent) or properties of a Loan Party or Subsidiary or in its ability to perform its obligations hereunder, under any security instrument or document, or under any other Loan Document.
4.8Accurate Financial Information. Each submission of financial information or documents relating to a Loan Party will constitute a representation and warranty by the Loan Party that such information and documents (a) are true and accurate in all material respects, and (b) do not fail to state a
material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (c) have been reviewed by a Principal Financial Officer of the Borrower or, as applicable, the relevant Loan Party. As used herein, the term “Principal Financial Officer” means an officer of the applicable Loan Party responsible for overseeing the financial activities of the Loan Party.
4.9ERISA. The Borrower and its Subsidiaries are in compliance in all material respects with the applicable provisions of the Employee Retirement Income Security Act of 1974, and the regulations and published interpretations thereunder from time to time (“ERISA”).
4.10Margin Stock. No Loan Party is not engaged or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System of the United States of America (the “Board”)). No part of the proceeds of any loan made by Lender to the Borrower has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or in any way that is inconsistent with the provisions of the regulations of the Board. No Loan Party or any Subsidiary of any Loan Party holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by margin stock.
ARTICLE 5Affirmative Covenants. Unless otherwise agreed to in writing by Agent, while this Agreement is in effect, the Borrower agrees to, and with respect to Sections 5.3, 5.4, 5.5, and 5.8, agrees to cause each subsidiary, if any, listed on SCHEDULE 5.0 attached hereto (singularly a “Subsidiary”, and collectively the “Subsidiaries”) to:
5.1Reports and Notices. Furnish to Agent:
(a)Annual Financial Statements. As soon as available, but in no event more than 120 days after the end of each fiscal year of the Borrower occurring during the term hereof, annual consolidated and consolidating financial statements of the Borrower and its consolidated Subsidiaries, prepared in accordance with the Accounting Standards. Such financial statements will: (1) be audited by independent certified public accountants selected by the Borrower and acceptable to Agent; (2) be accompanied by a report of such accountants containing an opinion thereon acceptable to Agent; (3) be prepared in reasonable detail and in comparative form; and (4) include a balance sheet, a statement of income, a statement of retained earnings, a statement of cash flows, and all notes and schedules relating thereto.
(b)Interim Financial Statements. As soon as available, but in no event more than 30 days after the end of each month, a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries, as of the end of such month, a consolidated and consolidating statement of income for the Borrower and its consolidated Subsidiaries, for such period and for the period year to date, and such other interim statements as Agent may specifically request, all prepared in reasonable detail and in comparative form in accordance with the Accounting Standards; and, if required by written notice from Agent, certified by a Principal Financial Officer of the Borrower.
(c)Notice of Default. Promptly after becoming aware thereof, notice of the occurrence of an Event of Default or a Potential Default, including, without limitation, any error in the Borrower’s financial information previously provided to Agent and the occurrence of any breach, default, event of default or event that, with the giving of notice and/or the passage of time and/or the occurrence of any other condition,
would become a breach, default or event of default under any loan agreement, indenture, mortgage, or other credit or security agreement or instrument to which a Loan Party is a party or by which it or any of its property may be bound or affected.
(d)Notice of Litigation, Environmental Matters, Etc. Promptly after becoming aware thereof, notice of: (1) the commencement of any action, suit or proceeding before any court, arbitrator or governmental department, commission, board, bureau, agency, or instrumentality having jurisdiction over any Loan Party or any Subsidiary, that, if adversely decided, could result in a Material Adverse Change; (2) the receipt of any notice, indictment, pleading or other communication alleging a condition that may require any Loan Party or any Subsidiary to undertake or to contribute to a clean-up or other response under any environmental Law, or that seeks penalties, damages, injunctive relief, criminal sanctions or other relief as a result of an alleged violation of any such Law, or that claims personal injury or property damage as a result of environmental factors or conditions; and (3) any matter that could cause a Materal Adverse Change, including any decision of any regulatory authority or commission.
(e)Notice of Certain Events. (1) Notice at least 30 days prior thereto, of any change in the Borrower’s name or corporate structure; (2) notice at least 30 days prior thereto, of any change in the Borrower’s organizational documents or membership and marketing agreements (or similar documents), which changes must be approved in writing by Agent in its reasonable discretion; (3) notice at least 30 days prior thereto, of any change in the principal place of business of the Borrower or the office where its records concerning its accounts are kept; and (4) as soon as available after any changes thereto, copies of the Borrower’s organizational documents or membership and marketing agreements (or similar documents), in each case certified by the Borrower’s Secretary or equivalent officer acceptable to Agent.
(f)Compliance Certificates. Together with each set of financial statements furnished to Agent pursuant to Section 5.1(a) and Section 5.1(b) above, as applicable, a certificate of a Principal Financial Officer of the Borrower, in form and content acceptable to Agent: (1) certifying that no Event of Default or Potential Default occurred during the period covered by such statement(s) or, if an Event of Default or Potential Default occurred, a description thereof and of all actions taken or to be taken to remedy same; and (2) setting forth calculations showing compliance with the financial covenants set forth in Article 7 below.
(g)Annual Budgets. On or before the date that is 30 days before the end of each fiscal year of the Borrower occuring during the term hereof, copies of the Borrower's board approved annual budgets and forecasts of operations and capital expenditures.
5.2Instruction Letter. Comply with any and all requirements detailed in an Instruction Letter.
5.3Corporate Existence, Etc. Preserve and keep in full force and effect its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain qualified to transact business in all jurisdictions where such qualification is required, and obtain and maintain all licenses, certificates, permits, authorizations, approvals, and the like that are material to the conduct of its business or required by any Law.
5.4Insurance. Maintain insurance with reputable and financially sound insurance companies or associations, including self-insurance to the extent customary, acceptable to Agent in such amounts and covering such risks as are usually carried by companies engaged in the same or similar business and similarly situated, and make such increases in the type or amount of coverage as Agent may reasonably request. All such policies insuring any collateral for the Borrower’s obligations to Lender and Agent will have additional insured, mortgagee and lender’s loss payee clauses or endorsements, as applicable, in form
and substance satisfactory to Agent. At Agent’s request, the Borrower agrees to deliver to Agent such proof of compliance with this section as Agent may require.
5.5Property Maintenance. Maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and make all alterations, replacements, and improvements thereto as may from time to time be necessary in order to ensure that its properties remain in good working order and condition. The Borrower agrees that at Agent’s request, which request may not be made more than once a year, the Borrower will furnish to Agent a report on the condition of the Borrower’s property prepared by a professional engineer satisfactory to Agent.
5.6Inspection. Permit Agent or its agents, upon reasonable notice and during normal business hours or at such other times as the parties may agree, to inspect and visit any of its properties, examine and make excerpts from its books and records, and to discuss its business affairs, finances and accounts with its officers, directors, employees, and independent certified public accountants and to conduct reviews of any collateral. Without limiting the foregoing, the Borrower will permit Agent, through an employee of Agent or through an independent third party contracted by Agent, to conduct on an annual basis a review of the collateral covered by any security instruments or documents provided to Agent pursuant to this Agreement. The Borrower further agrees to pay to Agent a collateral inspection fee designated by Agent and reimburse Agent all reasonable costs and expenses incurred by Agent in connection with such collateral inspection reviews performed by Agent employees or its agents.
5.7Books and Records. Maintain and keep proper books and records of account in which full, true and correct entries of all its dealings, business and financial affairs will be made in accordance with the Accounting Standards.
5.8Compliance With Laws. Comply in all material respects with all Laws and any patron or member investment program applicable to the Borrower. In addition, the Borrower agrees to cause all persons occupying or present on any of its properties, and to cause each Subsidiary to cause all persons occupying or present on any of its properties, to comply in all material respects with all Laws relating to such properties.
5.9Further Assurances and Other Information. From time to time and at its expense, execute and deliver such documents and do such other acts and things as Agent in its sole discretion may deem necessary or advisable from time to time in order to more fully carry out the provisions and purpose of the Loan Documents, including delivery of such other information regarding the condition or operations, financial or otherwise, of a Loan Party or Subsidiary as Agent may from time to time reasonably request, including, but not limited to, copies of all pleadings, notices and communications referred to in Section 5.1(d) above.
5.10Capital.
5.11Delivery of Original Loan Documents. If executed copies of any Loan Documents are delivered to Agent as provided in Article 3 above, immediately deliver to Agent the original executed versions of such Loan Documents.
5.12Indemnity for Taxes. At all times indemnify and hold and save Lender and Agent harmless from and against any and all actions or causes of action, claims, demands, liabilities, loss, damage or expense of whatsoever kind and nature incurred by Lender and/or Agent as a result of the non-payment of any documentary stamp tax, intangible tax, interest or penalties associated therewith or any other local, state or federal assessment required to be paid, but not paid in conjunction with the indebtedness evidenced