Subject to the terms and conditions of this Agreement, the closing of the Transactions (the “ Closing ”) shall be by the electronic exchange of documents or shall take place at the offices of Covington & Burling LLP, 620 8th Avenue, New York, New York 10018 on August 4, 2016 or on such other date as the Parties shall mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.