The closing of the transactions contemplated in this Agreement (the “ Closing ”) will be held in escrow on the Closing Date at the offices of First American Title Insurance Company, 1660 W. 2nd Street, Suite 700, Cleveland, Ohio 44113, Attention: Janine Djuric (“ Escrow Agent ”),  unless the parties otherwise agree.  All transactions occurring at the Closing shall be deemed to have occurred simultaneously as of the Closing Time, and no one transaction shall be complete until all transactions have been completed. Holdings and Franchisee shall each pay at Closing one-half (1/2) of the escrow fee and the expenses of the Escrow Agent.