The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place electronically by the mutual exchange of facsimile or portable document format (.PDF) signatures, commencing at 10:00 a.m. New York City time on the first calendar day of the month on or following the first date upon which all conditions to Closing set forth in Article 5 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) or waived, or as otherwise mutually agreed to by the Parties (the “ Closing Date ”).  All transactions contemplated herein to occur on and as of the Closing Date shall be deemed to have occurred simultaneously and to be effective as of 12:01 a.m. New York City time on such date.