The closing of the transactions contemplated by Section 2.1 through Section 2.2 (the “ Closing ”) shall take place remotely by the electronic exchange of documents or at the offices of Dechert LLP, 1095 Avenue of the Americas, New York, New York, at 11:59 PM Eastern Time three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied on the Closing Date) or at such other time and place as the EnTrust Contributor and the Permal Contributor may mutually agree (the date on which the Closing occurs, the “ Closing Date ”).