and Acceptance as if set forth
herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Agent as
contemplated below (i) all of [the Assignor's][the respective Assignors'] rights
and obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
[the Assignor][the respective Assignors] under the respective facilities
identified below (including without limitation any Letters of Credit,
guarantees, and Swing Line Loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] "Assigned Interest"). Each such
sale and assignment is without recourse to [the][any] Assignor and, except as
expressly provided in this Assignment and Acceptance, without representation or
warranty by [the][any] Assignor.
1.
Assignor[s]:
________________________________
2.
Assignee[s]:
________________________________
[for each Assignee, indicate [Affiliate] of [identify Lender]]
1
3.
Borrower:
CorEnergy Infrastructure Trust, Inc.
4.
Agent:
Regions Bank, as the agent under the Credit
Agreement
5.
Credit Agreement:
That certain Amended and Restated Revolving
Credit Agreement dated as of June [30], 2015, among, the Guarantors (as defined
therein) party thereto from time to time, the Lenders parties thereto, Regions
Bank, as Swing Line Lender, LC Issuer and the Agent, and the other parties
thereto.
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility Assigned
Aggregate Amount
of Commitment /
Loans for all
Lenders
Amount of
Commitment /
Loans Assigned
Percentage
Assigned of
Commitment /
Loans
CUSIP
Number
$
$
%
$
$
%
$
$
%
Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/ Loans
for all LendersAmount of Commitment/
[7.
Trade Date:
______________]
[Signature page follows]
2
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
The terms set forth in this Assignment and Acceptance are