The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur immediately following the consummation of the Merger. The Closing shall occur at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019. At the Closing, each Management Holder shall deliver to Holdco (or as instructed by Holdco) duly executed transfer powers or other documentation reasonably requested by Holdco, in each case, relating to the transfer of such Management Holder’s Paired Interests to Holdco.