Common use of Lender Representation Clause in Contracts

Lender Representation. The Lender hereby represents and warrants to the Borrower that it is an Eligible Lender. The Lender will promptly notify the Borrower if it is no longer an Eligible Lender. EXHIBIT 2.5(b) FORM OF NOTE $ New York, New York . 20 FOR VALUE RECEIVED, XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), hereby unconditionally promises to pay to the order of , at the office of the Lender (the “Lender”) under the Loan Agreement, as hereinafter, in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of (a) DOLLARS ($ ), or, if less (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.1 of the Loan Agreement, as hereinafter defined. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the Closing Date at the applicable rates per annum set forth in Section 2.7 of the Loan Agreement referred to below until any such amount shall become due and payable (whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue amount at the rate per annum set forth in Section 2.7(c) of the Loan Agreement until paid in full (both before and after judgment). Interest shall be payable in arrears on each applicable Interest Payment Date, commencing on the first such date to occur after the date hereof and terminating upon payment (including prepayment) in full of the unpaid principal amount hereof; provided that interest accruing on any overdue amount shall be payable on demand. The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof the date, Type and amount of each Loan made by the Lender to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, in each case pursuant to the Loan Agreement. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the Loan Agreement, dated as of August 6, 2021 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), between the Borrower and the Lender, (b) is subject to the provisions of the Loan Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Agreement. Upon the occurrence of one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC. By: Name: Title: LOANS AND REPAYMENTS OF LOANS DATE TYPE OF LOAN AMOUNT OF LOANS AMOUNT OF PRINCIPAL OF LOANS REPAID UNPAID PRINCIPAL BALANCE OF LOANS NOTATION MADE BY [Form of] ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement (the “Loan Agreement”) dated as of August 6, 2021, between XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC” or the “Lender”). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Loan Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Loan Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Loan Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”).

Lender Representation. The Each Lender hereby represents and warrants to the Borrower that it is an Eligible Lender. The Each Lender will promptly notify the Borrower and the Administrative Agent if it is no longer an Eligible Lender. JPMORGAN CHASE BANK, N.A. $37,000,000 BANK OF AMERICA, N.A. $34,500,000 REGIONS BANK $34,500,000 SUMITOMO MITSUI BANKING CORPORATION $34,500,000 U.S. BANK NATIONAL ASSOCIATION $34,500,000 EXHIBIT 2.5(b2.5(e) FORM OF NOTE $ New York, New York . 20 FOR VALUE RECEIVED, XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), hereby unconditionally promises to pay to the order of , at the office of JPMorgan Chase Bank, N.A., as administrative agent for the Lender Lenders (the “LenderLenders”) under the Loan Credit Agreement, as hereinafterhereinafter defined (in such capacity, the “Administrative Agent”), in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of (a) DOLLARS ($ ), or, if less (b) the aggregate unpaid principal amount of all Loans made by the Lender Lenders to the Borrower pursuant to Section 2.1 of the Loan Credit Agreement, as hereinafter defined. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the Closing Date at the applicable rates per annum set forth in Section 2.7 of the Loan Credit Agreement referred to below until any such amount shall become due and payable (whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue amount at the rate per annum set forth in Section 2.7(c) of the Loan Credit Agreement until paid in full (both before and after judgment). Interest shall be payable in arrears on each applicable Interest Payment Date, commencing on the first such date to occur after the date hereof and terminating upon payment (including prepayment) in full of the unpaid principal amount hereof; provided that interest accruing on any overdue amount shall be payable on demand. The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof the date, Type and amount of each Loan made by the such Lender to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Term Benchmark Loans, the length of each Interest Period with respect thereto, in each case pursuant to the Loan Credit Agreement. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the Loan Sixth Amended and Restated Credit Agreement, dated as of August 6February 24, 2021 2023 (as amended, supplemented or otherwise modified from time to time, the “Loan Credit Agreement”), between among the Borrower Borrower, the Lenders and the LenderAdministrative Agent, (b) is subject to the provisions of the Loan Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Credit Agreement. Upon the occurrence of one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Credit Agreement and used herein shall have the meanings given to them in the Loan Credit Agreement. XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC. By: Name: Title: LOANS AND REPAYMENTS OF LOANS DATE TYPE OF LOAN AMOUNT OF LOANS AMOUNT OF PRINCIPAL OF LOANS REPAID UNPAID PRINCIPAL BALANCE OF LOANS NOTATION MADE BY [Form of] ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement (the “Loan Agreement”) dated as of August 6, 2021, between XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC” or the “Lender”). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Loan Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Loan Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Loan Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”).BY

Lender Representation. The Lender hereby represents and warrants to the Borrower that it is an Eligible Lender. The Lender will promptly notify the Borrower if it is no longer an Eligible Lender. EXHIBIT 2.5(b) FORM OF NOTE $ New York, New York $__________________ _____ __. 20 20__ FOR VALUE RECEIVED, XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), hereby unconditionally promises to pay to the order of __________________________, at the office of the Lender (the “Lender”) under the Loan Agreement, as hereinafter, in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of (a) _________________ DOLLARS ($ $______), or, if less (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.1 of the Loan Agreement, as hereinafter defined. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the Closing Date at the applicable rates per annum set forth in Section 2.7 of the Loan Agreement referred to below until any such amount shall become due and payable (whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue amount at the rate per annum set forth in Section 2.7(c) of the Loan Agreement until paid in full (both before and after judgment). Interest shall be payable in arrears on each applicable Interest Payment Date, commencing on the first such date to occur after the date hereof and terminating upon payment (including prepayment) in full of the unpaid principal amount hereof; provided that interest accruing on any overdue amount shall be payable on demand. The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof the date, Type and amount of each Loan made by the Lender to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, in each case pursuant to the Loan Agreement. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the Loan Agreement, dated as of August 6, 2021 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), between the Borrower and the Lender, (b) is subject to the provisions of the Loan Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Agreement. Upon the occurrence of one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC. By: Name: Title: LOANS AND REPAYMENTS OF LOANS DATE TYPE OF LOAN AMOUNT OF LOANS AMOUNT OF PRINCIPAL OF LOANS REPAID UNPAID PRINCIPAL BALANCE OF LOANS NOTATION MADE BY [Form of] ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement (the “Loan Agreement”) dated as of August 6, 2021, between XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC” or the “Lender”). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Loan Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Loan Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Loan Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”).:

Lender Representation. The Each Lender hereby represents and warrants to the Borrower that it is an Eligible Lender. The Each Lender will promptly notify the Borrower and the Administrative Agent if it is no longer an Eligible Lender. JPMORGAN CHASE BANK, N.A. $ 8,000,000 BANK OF AMERICA, N.A. $ 7,800,000 CITIBANK, N.A. $ 7,800,000 REGIONS BANK $ 7,800,000 SUMITOMO MITSUI BANKING CORPORATION $ 7,800,000 U.S. BANK NATIONAL ASSOCIATION $ 7,800,000 STIFEL BANK & TRUST $ 3,000,000 EXHIBIT 2.5(b2.5(e) FORM OF NOTE $ New York, New York . 20 FOR VALUE RECEIVED, XXXXX XXXXXXXX NEXTGEN ENERGY INFRASTRUCTURE FUND& INFRASTRUCTURE, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), hereby unconditionally promises to pay to the order of , at the office of JPMorgan Chase Bank, N.A., as administrative agent for the Lender Lenders (the “LenderLenders”) under the Loan Credit Agreement, as hereinafterhereinafter defined (in such capacity, the “Administrative Agent”), in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of (a) DOLLARS ($ ), or, if less (b) the aggregate unpaid principal amount of all Loans made by the Lender Lenders to the Borrower pursuant to Section 2.1 of the Loan Credit Agreement, as hereinafter defined. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the Closing Date at the applicable rates per annum set forth in Section 2.7 of the Loan Credit Agreement referred to below until any such amount shall become due and payable (whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue amount at the rate per annum set forth in Section 2.7(c) of the Loan Credit Agreement until paid in full (both before and after judgment). Interest shall be payable in arrears on each applicable Interest Payment Date, commencing on the first such date to occur after the date hereof and terminating upon payment (including prepayment) in full of the unpaid principal amount hereof; provided that interest accruing on any overdue amount shall be payable on demand. The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof the date, Type and amount of each Loan made by the such Lender to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Term Benchmark Loans, the length of each Interest Period with respect thereto, in each case pursuant to the Loan Credit Agreement. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the Loan Fifth Amended and Restated Credit Agreement, dated as of August 6February 25, 2021 2022 (as amended, supplemented or otherwise modified from time to time, the “Loan Credit Agreement”), between among the Borrower Borrower, the Lenders and the LenderAdministrative Agent, (b) is subject to the provisions of the Loan Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Credit Agreement. Upon the occurrence of one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Credit Agreement and used herein shall have the meanings given to them in the Loan Credit Agreement. XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC. By: Name: Title: LOANS AND REPAYMENTS OF LOANS DATE TYPE OF LOAN AMOUNT OF LOANS AMOUNT OF PRINCIPAL OF LOANS REPAID UNPAID PRINCIPAL BALANCE OF LOANS NOTATION MADE BY [Form of] ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement (the “Loan Agreement”) dated as of August 6, 2021, between XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC” or the “Lender”). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Loan Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Loan Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Loan Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”).BY

Lender Representation. The Each Lender hereby represents and warrants to the Borrower that it is an Eligible Lender. The Each Lender will promptly notify the Borrower and the Administrative Agent if it is no longer an Eligible Lender. EXHIBIT 2.5(b) FORM JPMORGAN CHASE BANK, N.A. $ 34,000,000 BANK OF NOTE AMERICA, N.A. $ New York32,125,000 CITIBANK, New York N.A. $ 32,125,000 SUMITOMO MITSUI BANKING CORPORATION $ 32,125,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 32,125,000 STIFEL BANK & TRUST $ 7,500,000 $__________________ _____ __. 20 20__ FOR VALUE RECEIVED, XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), hereby unconditionally promises to pay to the order of __________________________, at the office of JPMorgan Chase Bank, N.A., as administrative agent for the Lender Lenders (the “LenderLenders”) under the Loan Credit Agreement, as hereinafterhereinafter defined (in such capacity, the “Administrative Agent”), in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of (a) )______________ DOLLARS ($ $______________ ), or, if less (b) the aggregate unpaid principal amount of all Loans made by the Lender Lenders to the Borrower pursuant to Section 2.1 of the Loan Credit Agreement, as hereinafter defined. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the Closing Date at the applicable rates per annum set forth in Section 2.7 of the Loan Credit Agreement referred to below until any such amount shall become due and payable (whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue amount at the rate per annum set forth in Section 2.7(c) of the Loan Credit Agreement until paid in full (both before and after judgment). Interest shall be payable in arrears on each applicable Interest Payment Date, commencing on the first such date to occur after the date hereof and terminating upon payment (including prepayment) in full of the unpaid principal amount hereof; provided that interest accruing on any overdue amount shall be payable on demand. The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof the date, Type and amount of each Loan made by the such Lender to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, in each case pursuant to the Loan Credit Agreement. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the Loan Fourth Amended and Restated Credit Agreement, dated as of August 6February 8, 2021 (as amended, supplemented or otherwise modified from time to time, the “Loan Credit Agreement”), between among the Borrower Borrower, the Lenders and the LenderAdministrative Agent, (b) is subject to the provisions of the Loan Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Agreement. Upon the occurrence of one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC. By: Name: Title: LOANS AND REPAYMENTS OF LOANS DATE TYPE OF LOAN AMOUNT OF LOANS AMOUNT OF PRINCIPAL OF LOANS REPAID UNPAID PRINCIPAL BALANCE OF LOANS NOTATION MADE BY [Form of] ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement (the “Loan Agreement”) dated as of August 6, 2021, between XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC” or the “Lender”). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Loan Credit Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Loan Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Loan Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”).

Lender Representation. The Each Lender hereby represents and warrants to the Borrower that it is an Eligible Lender. The Each Lender will promptly notify the Borrower and the Administrative Agent if it is no longer an Eligible Lender. JPMORGAN CHASE BANK, N.A. $9,800,000 BANK OF AMERICA, N.A. $8,800,000 REGIONS BANK $8,800,000 SUMITOMO MITSUI BANKING CORPORATION $8,800,000 U.S. BANK NATIONAL ASSOCIATION $8,800,000 EXHIBIT 2.5(b2.5(e) FORM OF NOTE $ New York, New York . 20 FOR VALUE RECEIVED, XXXXX XXXXXXXX NEXTGEN ENERGY INFRASTRUCTURE FUND& INFRASTRUCTURE, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), hereby unconditionally promises to pay to the order of , at the office of JPMorgan Chase Bank, N.A., as administrative agent for the Lender Lenders (the “LenderLenders”) under the Loan Credit Agreement, as hereinafterhereinafter defined (in such capacity, the “Administrative Agent”), in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of (a) DOLLARS ($ ), or, if less (b) the aggregate unpaid principal amount of all Loans made by the Lender Lenders to the Borrower pursuant to Section 2.1 of the Loan Credit Agreement, as hereinafter defined. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the Closing Date at the applicable rates per annum set forth in Section 2.7 of the Loan Credit Agreement referred to below until any such amount shall become due and payable (whether at the stated maturity, by acceleration or otherwise), and thereafter on such overdue amount at the rate per annum set forth in Section 2.7(c) of the Loan Credit Agreement until paid in full (both before and after judgment). Interest shall be payable in arrears on each applicable Interest Payment Date, commencing on the first such date to occur after the date hereof and terminating upon payment (including prepayment) in full of the unpaid principal amount hereof; provided that interest accruing on any overdue amount shall be payable on demand. The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof the date, Type and amount of each Loan made by the such Lender to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Term Benchmark Loans, the length of each Interest Period with respect thereto, in each case pursuant to the Loan Credit Agreement. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note . (a) is one of the Notes referred to in the Loan Sixth Amended and Restated Credit Agreement, dated as of August 6February 24, 2021 2023 (as amended, supplemented or otherwise modified from time to time, the “Loan Credit Agreement”), between among the Borrower Borrower, the Lenders and the LenderAdministrative Agent, (b) is subject to the provisions of the Loan Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Loan Credit Agreement. Upon the occurrence of one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Credit Agreement and used herein shall have the meanings given to them in the Loan Credit Agreement. XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC. By: Name: Title: LOANS AND REPAYMENTS OF LOANS DATE TYPE OF LOAN AMOUNT OF LOANS AMOUNT OF PRINCIPAL OF LOANS REPAID UNPAID PRINCIPAL BALANCE OF LOANS NOTATION MADE BY [Form of] ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement (the “Loan Agreement”) dated as of August 6, 2021, between XXXXX XXXXXXXX ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC” or the “Lender”). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Loan Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Loan Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Loan Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”).BY