Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby (the “ Closing ”) will take place at the offices of Jones Day, 325 John H. McConnell Boulevard, Columbus, Ohio 43215, at 10:00 A.M. on the third Business Day following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the fulfillment or waiver of such conditions at the Closing), or on such date and time as the Parties mutually agree in writing. The time and date of the Closing is herein called the “ Closing Date .” The Closing will be held by the remote exchange of documents unless another method or place is agreed to in writing by the Parties.