UCC-3s; Payoff Letters. At or prior to the Closing, the EnTrust Contributor shall have received duly executed payoff letters (“Permal Payoff Letters”) or UCC- 3 termination statements and other terminations, pay-offs and/or releases evidencing the satisfaction in full of all Closing Indebtedness of the Permal Entities (in each case, in form and substance reasonably satisfactory to the EnTrust Contributor) or, at the Permal Contributor’s option, (i)(A) assignments, necessary to terminate, release or assign, as the case may be, all Liens on the Permal Contributed Equity Interests and the properties and assets of the Permal Contributed Entities and # evidence of the complete satisfaction in full of all Closing Indebtedness of the Permal Entities.

Payoff Letter. A duly executed payoff letter with respect to the Existing Credit Agreement.

Prior to the Closing, each of the EnTrust Contributor and the Permal Contributor shall use commercially reasonable efforts to provide to the other party at least three days prior to the Closing (or as soon as reasonably practicable thereafter) the EnTrust Payoff Letters and the Permal Payoff Letters, respectively.

Tranche B Loans Discounted Payoff. Notwithstanding anything to the contrary herein or in any other Loan Document, the Tranche B [[Organization B:Organization]] hereby expressly agree (and, by its execution of the Seventh Amendment, the Arranger and the Bookrunner shall be deemed to have expressly agreed) that the payment by the Borrower to the Administrative Agent, in Dollars in immediately available funds, of an amount equal to the sum of # $100,000,000 plus # any outstanding Expenses Payments required pursuant to Section 10.04 (but in no event, together with all Expenses Payments made from and after the Seventh Amendment Effective Date, to exceed the Expenses Cap) (the sum of clauses (a) and (b) being referred to as the “Tranche B Loans Discounted Payoff Amount”), but solely if such payment is made in connection with the consummation of the Primoris Transaction, shall constitute payment in full and satisfaction and discharge of # all Obligations of the Borrower and the other Loan Parties in respect of the entire outstanding principal of, and all accrued interest on, the Tranche B Loans (and all the Tranche B Loans shall, upon receipt by the Administrative Agent of such payment, cease to be outstanding for any purpose under this Agreement and the other Loan Documents) and # all other amounts or other Obligations (including the Repayment Premium and any other fees, costs, reimbursements and expenses) payable to, or accrued for the account of, any Tranche B Lender, the Arranger, the Boorkunner or any of their controlled Affiliates under this Agreement or any other Loan Document. It is understood and agreed that any reference in this Agreement or any other Loan Document to any principal of a Loan or any other amount “remaining outstanding” or “unpaid” or to any “payment in full”, or to any similar terms or phrases (including any such references in the lead-in to Articles V and VI and [Section 10.09(b)]), shall be interpreted after giving effect to the agreements set forth in this Section 2.21. The Administrative Agent shall allocate the Tranche B Loans Discounted Payoff Amount among the Tranche B [[Organization B:Organization]] ratably in accordance with the aggregate principal amount of the Tranche B Loans held by them on the date of such payment.

Fee Letters. All fees due and payable on the Closing Date under the Fee Letters shall have been paid to the applicable payees in accordance with the terms thereof.

Management Letters. To the extent not otherwise included in Borrower’s applicable Form [[Unknown Identifier]] or Form [[Unknown Identifier]] filed with the SEC, promptly after Borrower’s or any of its Subsidiaries’ receipt thereof, a copy of any “management letter” received from its certified public accountants and management’s response thereto.

Credit A/C # Off Ck # Payoff Obligation #

•Submit transaction requests (new purchase or payoff) through Microsoft Forms.

“Starwood Payoff” has the meaning specified in [Section 4.04(a)].

Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, each Issuing Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter of Credit for the account of Borrowers. By submitting a request to an Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that such Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be # irrevocable and made in writing by an Authorized Person, # delivered to Agent and the applicable Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Agent and such Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and # subject to the applicable Issuing Bank’s authentication procedures with results satisfactory to such Issuing Bank. Each such request shall be in form and substance reasonably satisfactory to Agent and the applicable Issuing Bank and # shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit, and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and # shall be accompanied by such Issuer Documents as Agent or the applicable Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that such Issuing Bank generally requests for Letters of Credit in similar circumstances. The applicable Issuing Bank’s records of the content of any such request will be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, each Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Loan Party or one of its Restricted Subsidiaries in respect of # a lease of real property, or # an employment contract.