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 ​ 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 # ​ 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 ​ ratably in accordance with the aggregate principal amount of the Tranche B Loans held by them on the date of such payment.

Management Letters. Promptly upon receipt thereof, a copy of any management letter or written report submitted to Borrower or any of its Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Subsidiaries;

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.

Any such termination of the Commitments specifying termination of this Agreement shall be # accompanied by # the payment in full of all outstanding Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit (or the cash collateralization of 103% of the Dollar Amount thereof), # the payment in full in cash of all reimbursable expenses and other Obligations (other than contingent indemnity obligations), and # with respect to any EurocurrencyTerm Benchmark Loans prepaid, payment of the amounts due under [Section 2.16], if any and # effected pursuant to a payoff letter in form and substance reasonably satisfactory to ​ and the Administrative Agent.

Borrower has further requested that Agent and the Lenders amend certain other provisions of the Credit Agreement and consent to the Mangrove Note Payoff. The Lender Group has agreed to such amendments and consent pursuant to the terms hereunder.

Compensation for Letters of Credit. The Borrowers agree to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, the Letter of Credit Fee specified in, and in accordance with the terms of, [Section 2.19].

#Mortgaged Properties

Terms of Letters of Credit. Each Letter of Credit shall # be denominated in Dollars in a minimum amount of ​, (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), # expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if # any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good faith deems material to it, # the conditions set forth in [Section 6.2] are not satisfied, # the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or # the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Subject to the terms and conditions hereof, ​ shall # issue or cause the issuance of standby and/or trade letters of credit (such letters of credit, the "Letters of Credit" and individually a "Letter of Credit") for the account of any Borrower or # accept or cause to be accepted Acceptances; provided, however, that ​ will not be required to issue or cause to be issued any Letters of Credit or accept or cause to be accepted any Acceptances to the extent that the issuance or acceptance thereof would then cause the sum of # the outstanding Revolving A Advances plus # Maximum Undrawn Amount of outstanding Letters of Credit plus # the outstanding Swing Loans plus # outstanding Acceptances to exceed the lesser of # the Maximum Revolving A Advance Amount or # the Formula Amount (without giving effect to [clause (iv)] of the definition thereof). The Maximum Undrawn Amount of outstanding Letters of Credit plus the aggregate amount of outstanding Acceptances shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit and Acceptances shall be deemed to be Eurodollar Rate Loans consisting of Revolving A Advances and shall bear interest at the Revolving A Interest Rate for Eurodollar Rate Loans; Letters of Credit that have not been drawn upon shall not bear interest.

Landlord’s Access Agreements/Bailee Letters. Each Grantor shall use commercially reasonable efforts to obtain as soon as practicable after the date hereof with respect to each location where such Grantor maintains Pledged Collateral, a bailee letter and/or landlord access agreement, as applicable, and use commercially reasonable efforts to obtain a bailee letter, landlord access agreement and/or landlord’s lien waiver, as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of Pledged Collateral in the ordinary course of such Grantor’s business and if requested by Lender. Such documentation will not be required if the value of Pledged Collateral held by such bailee is less than ​, provided that the aggregate value of Pledge Collateral held by all bailees who have not delivered such documentation is less than ​ in the aggregate.

New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, # the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and # the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrowers shall be obligated to reimburse, indemnify and compensate the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of the Borrowers. Each Borrower irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of such Borrower, and that each Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

“Letters of Credit” means the collective reference to letters of credit issued pursuant to [Section 3.1] and the Existing Letters of Credit. Letters of Credit may be issued in Dollars or an Alternative L/C Currency.