The closing of the purchase and sale of the Notes (the “ Closing ”) shall occur at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022, on the third business day following the execution of the Note Purchase Agreement or on such later date or at such different location as the parties shall agree in writing but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the date of such Closing being referred to herein as the “ Closing Date ”).